Full Report - Alliance Trust
Full Report - Alliance Trust
Full Report - Alliance Trust
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<strong>Report</strong> & Accounts<br />
for the year ended 31 January 2004
Contents<br />
1<br />
Directors’ <strong>Report</strong><br />
Financial Summary 2<br />
History, Investment Policy and Risks 3<br />
Chairman’s Statement 4<br />
Financial Results 6<br />
Investment 8<br />
Investment Background 10<br />
How the Assets are Managed 12<br />
Portfolio Review 14<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings 26<br />
Corporate Governance <strong>Report</strong> 28<br />
Directors’ Remuneration <strong>Report</strong> 36<br />
<strong>Report</strong> of the Auditor 40<br />
Financial Statements 41<br />
Information for Stockholders 52
2<br />
Directors’ <strong>Report</strong><br />
Financial Summary<br />
History, Investment Policy<br />
and Risks<br />
Chairman’s Statement<br />
The directors present their report and the audited<br />
accounts of The <strong>Alliance</strong> <strong>Trust</strong> PLC (“<strong>Alliance</strong> <strong>Trust</strong>” or<br />
the “Company”) and its subsidiary undertakings<br />
(together the “Group”) for the year ended 31 January<br />
2004.<br />
For clarity of reading, the report is divided into<br />
sections with the main topics covered in each section<br />
listed at the start.<br />
We begin with a summary of our financial results,<br />
followed by a statement of our objective, investment<br />
policy and risks.<br />
The Chairman’s Statement, which gives the outlook<br />
for the Group, follows on page 4.<br />
Financial Summary<br />
(Company)<br />
One Year Analysis<br />
31 January 31 January<br />
2004 2003<br />
Pence per Pence per<br />
ordinary ordinary<br />
stock unit stock unit<br />
Change<br />
Dividend for the year 70.5 69.5 1.4%<br />
Net asset value 2921.5 2385.0 22.5%<br />
Stock price † 2605.0 2127.5 22.4%<br />
Return Earnings 75.4 71.6<br />
Capital 531.5 (930.8)<br />
Total 606.9 (859.2)<br />
31 January 31 January<br />
2004 2003<br />
Discount § 10.8% 10.8%<br />
Total expense ratio ✛ 0.29% 0.31% ✠<br />
One and Ten Year Analysis<br />
Returns<br />
Stock price total return † * 26.6% 70.9% 5.5%<br />
Growth<br />
1 year 10 years 10 years<br />
absolute absolute compound<br />
Earnings 5.3% 59.5% 4.8%<br />
Dividend 1.4% 50.0% 4.1%<br />
Net asset value 22.5% 37.0% 3.2%<br />
† Source: Thomson Financial Datastream.<br />
§ Discount at which the stock price stands relative to the net assets of<br />
the Company.<br />
✛<br />
Expenses ÷ year end net asset value.<br />
✠ The total expense ratio last year before the additional pension<br />
contribution was 0.28%.<br />
* The total return on the stock price shows the theoretical growth in<br />
value over one and ten years, assuming that gross dividends are fully<br />
reinvested, and ignoring re-investment charges.
3<br />
History, Investment Policy and Risks<br />
History<br />
The <strong>Alliance</strong> <strong>Trust</strong> PLC can trace its origins back to the 1870s<br />
when various land mortgage companies, including the Oregon<br />
and Washington <strong>Trust</strong> Investment Company, were established<br />
in Dundee. In 1888, these companies came together as the<br />
<strong>Alliance</strong> <strong>Trust</strong>.<br />
• From its start as a leading mortgage provider and land<br />
developer in the United States, the Company began also<br />
to invest in fixed interest securities.<br />
• By the mid 20th century the Company had divested itself<br />
of its land mortgage business, retaining some land and<br />
mineral rights in various areas of the United States. By<br />
this time the Company was invested largely in equities,<br />
both quoted and unquoted, with some debt securities.<br />
• The Company continues to be predominantly an<br />
international equity investor, whilst retaining the power<br />
to invest in other asset classes in order to meet its<br />
objective.<br />
• The Company is an investment company with investment<br />
trust status. It employs its own staff to manage its<br />
portfolio of assets. It continues to develop and engages<br />
in a broader range of activities than most investment<br />
trust companies.<br />
Investment Policy<br />
To achieve the Company’s objective, we seek long term growth<br />
in both capital and income by;<br />
• Investing in both quoted and unquoted equities across<br />
the globe. We are not wedded to any index nor to any<br />
rigid geographical, sector, or industry, asset allocation.<br />
• Investing internationally in preference shares, and in debt<br />
securities including government and corporate bonds.<br />
• Investing in other assets, including property, and other<br />
investment vehicles.<br />
• Retaining the ability to borrow, as we have done from<br />
time to time, and thereby to gear our portfolio.<br />
• Investing in subsidiary and associated businesses which<br />
allow us to expand into other related activities with the<br />
objective of enhancing stockholder value. <strong>Alliance</strong> <strong>Trust</strong><br />
Savings is an example of this policy.<br />
Risks<br />
Investment in any asset has associated risk. The Company<br />
limits this through a wide spread of investments. Presently,<br />
minimal gearing prevents the magnification of the impact of<br />
market volatility on our assets. We retain the ability to use<br />
derivative instruments which we recognise may increase risk.<br />
Objective<br />
To be the core investment for those seeking<br />
a long term store of increasing value.
4<br />
Chairman’s Statement<br />
Although we have seen the recovery of<br />
equities over the year, after the<br />
tribulations of a three year bear market,<br />
complacency must be avoided and focus<br />
maintained on our long term objective.<br />
For the first time in three years, I am able to report a year end<br />
increase in net assets, together with earnings at a record level<br />
of 75.4 pence per ordinary stock unit. We are recommending a<br />
final dividend of 35.5 pence, making a total dividend for the<br />
year of 70.5 pence, an increase of 1 pence over that paid last<br />
year and marking 37 years of consecutive increases. Although<br />
we have seen the recovery of equities over the year, after the<br />
tribulations of a three year bear market, complacency must be<br />
avoided and focus maintained on our long term objective.<br />
We have moved through a year of sharp contrast. In the first<br />
half, when confidence regarding the economy remained low,<br />
further concerns over terrorism and the prospect of war in Iraq<br />
raised risk aversion to such a level that there were doubts in<br />
some quarters over the validity of equities as an asset class. In<br />
the second half of our year, the conclusion of the Iraq war and<br />
the emergence of encouraging economic news removed much of<br />
the uncertainty, investor confidence increased and equities<br />
came back into favour, supported by the wide implementation<br />
of monetary and fiscal measures across the world.<br />
As fears of deflation gave way to progressively stronger<br />
evidence of economic recovery, the best stock performance for<br />
much of the year generally came from the stocks of companies<br />
which had been most threatened by the long downturn. Latterly<br />
however, the merits of companies with sound finances and<br />
sustainable prospects were returning to investors’ favour, at the<br />
expense of companies more compromised in financial and<br />
operating terms. During the year under review, we moved<br />
towards full investment of all our cash balances, maintaining<br />
our focus on quality. It is encouraging that companies have<br />
come to recognise more widely that the ability and willingness<br />
to pay a growing dividend is an important component of return<br />
to stockholders. Acceptance of this fundamental tenet is<br />
particularly evident in the US, where increases have improved<br />
from a low base, but also nearer home where the risk of<br />
companies cutting dividends appears to have declined.<br />
The global economic recovery has been led by the US. This has<br />
already had a positive impact on many other regions of the<br />
world through increased export activity. In the US itself, the<br />
pick up in economic activity has boosted profits and raised<br />
business confidence sufficiently to produce an increase in<br />
investment spending. There are also some encouraging signs of<br />
potential employment growth which, along with the return of<br />
pricing power, will be a critical factor in determining the<br />
sustainability of this recovery.<br />
In Asia, particularly China, increased export activity and<br />
infrastructure investment has already boosted employment and<br />
income levels. All this has helped to stimulate consumer<br />
spending in this region. There are fewer signs of improvement<br />
in domestic activity in Europe and Japan. Any further<br />
weakening of the US Dollar, and appreciation of both the Euro<br />
and Yen, could hit export sectors in these regions. This would<br />
increase the pressure on policy makers to adopt more<br />
stimulative measures and thereby maintain the momentum of<br />
the global economy through the rest of this year and into 2005.
5<br />
We remain convinced that managing our own affairs helps us to<br />
add value. The executive directors and staff, including the<br />
investment managers, are employees and our retail operation,<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings (“ATS”) is conducted in house by its own<br />
staff. The chain of command is short, sharp and effective.<br />
The quality of customer service through ATS has been recognised<br />
this year in reader-nominated awards from Investors Chronicle<br />
and What Investment; and from the Guardian/Money Observer,<br />
in whose Consumer Finance awards we scored best overall on all<br />
criteria of friendliness, quality, flexibility, competitiveness,<br />
efficiency and performance in the category of stocks and shares<br />
ISA/investment provider. ATS’s own research shows that the<br />
majority of new customers take out a savings plan with ATS<br />
after personal recommendation from a relative or friend.<br />
For ATS, the year was also one of contrast. There was pessimism<br />
in the first six months, when activity was subdued, but this was<br />
replaced by cautious optimism as investors began to look<br />
forward to recovery in the markets and once again evidenced<br />
increased confidence through their contributions to savings<br />
plans. Net inflows recovered strongly in the second half, with<br />
the value of customer assets invested through the ATS plans<br />
finishing at £1,193m, an all time high. Nearly 17% of the<br />
Company’s ordinary stock is now held through savings plans<br />
provided through ATS.<br />
The challenge we face in the retail market is to sustain and<br />
grow what has been achieved in ATS. This has to be achieved in<br />
the face of increased competition, consolidation in the market,<br />
and the costs of responding to legislative and regulatory<br />
change stemming from Brussels as well as Westminster.<br />
It is imperative that, as a society, we save. The shock waves<br />
being sent through the financial services industry in the UK,<br />
particularly in the insurance industry, affect us all. The<br />
transparency of the type of plans provided by ATS should be a<br />
model for the simplification of pensions. It is with some<br />
disappointment that, at the time of reporting, no final<br />
decisions have been made by the Government on the detail of<br />
what is proposed, save that the principle of a lifetime cap on<br />
pension saving, which we regard as iniquitous, appears to be<br />
set in stone. This continued uncertainty and dogmatism<br />
benefits no one in the industry, least of all the UK<br />
consumer, who is faced with ever increasing demands on<br />
income and no clear blueprint for how savings should be made,<br />
nor the UK employer who is now faced with the moral hazard of<br />
the proposed Pension Protection Fund.<br />
The investment trust, despite the harm done to the name by<br />
the split capital scandal, should still be a preferred option for<br />
saving. The industry is small compared to that of insurance and<br />
unit trusts and continuing to position the Group correctly to<br />
sustain value for stockholders will require careful attention.<br />
In this process it is vitally important, for the long term benefit<br />
of our stockholders, that we are able to attract and retain high<br />
quality staff. During 2003, we continued to strengthen<br />
capabilities in the key areas of investment and retail savings.<br />
Investment in training and competence is essential. Since staff<br />
retention levels are high, your Company reaps the benefits of<br />
these costs, not other organisations. We introduced the<br />
Chartered Financial Analyst programme for our investment<br />
analysts in 2001 and have consistently achieved a pass rate<br />
well in excess of the worldwide average. The ATS staff produce<br />
excellent results in the Securities Institute examinations.<br />
I should like to thank all staff for their efforts and for their<br />
continuing commitment to serving stockholders.<br />
It is against this background, and the challenges posed by this<br />
environment, that I introduce Alan Harden to you as our new<br />
Chief Executive, following Gavin Suggett’s retirement after more<br />
than 30 years service with the Company. Gavin was the<br />
architect of ATS and made an outstanding contribution to the<br />
continuing progress and development of the Group. We wish<br />
him a long and happy retirement.<br />
Alan has a huge amount of international experience, both in<br />
investment management and retail savings businesses and the<br />
board wholeheartedly recommends approval of his appointment<br />
as a director to the stockholders at the Annual General Meeting<br />
in April 2004. At the same meeting, I shall be retiring after<br />
nearly 13 years on the board. I have served for 8 years as<br />
Chairman and am proud to have been associated with the<br />
<strong>Alliance</strong> <strong>Trust</strong>. My sadness at departing is tempered by the fact<br />
that Lesley Knox is succeeding me as Chairman and by the<br />
knowledge that your Company is in good hands.<br />
Bruce W M Johnston
6<br />
Financial Results<br />
Earnings<br />
Dividend<br />
Capital<br />
Company Record<br />
We begin our review of the year by reporting on our<br />
financial results.<br />
Earnings<br />
The income we make on the Company’s assets, after deduction<br />
of tax and expenses, constitutes the earnings of the Company.<br />
In the year to 31 January 2004, our earnings rose to 75.40<br />
pence per ordinary stock unit. This increase, on earnings last<br />
year of 71.63 pence per ordinary stock unit, reflects dividend<br />
growth in the portfolio generally and investment of most of our<br />
cash balances, but also receipt of some significant one off<br />
dividends, for example from the Royal Bank of Scotland and<br />
Mitchells and Butlers. Such one off dividend receipts are not<br />
predictable and distort the underlying, sustainable, income flow.<br />
The strength of Sterling against overseas currencies, particularly<br />
the US Dollar, reduced underlying earnings for the year.<br />
Our total expense ratio is less than 0.3% of net assets or less<br />
than 0.2% after tax relief. There is, however, an increase in<br />
operating expenses compared to last year. The Company<br />
incurred significant non-recurring recruitment and restructuring<br />
costs in management succession planning and in making<br />
investment for continuing development.<br />
Dividend<br />
In the interim announcement in August 2003, we referred to the<br />
fact that we had been gradually reducing the disparity between<br />
the interim and final dividends and had decided to take this a<br />
step further by raising the interim dividend to a level closer to<br />
50% of the anticipated recommended final dividend. Accordingly,<br />
an interim dividend of 35 pence per ordinary stock unit was paid<br />
in October 2003. The directors are now recommending payment of<br />
a final dividend of 35.5 pence per ordinary stock unit. If approved<br />
by the stockholders at the Annual General Meeting, this will make<br />
a total dividend for the year to 31 January 2004 of 70.5 pence,<br />
an increase of 1 pence on the previous period. We anticipate<br />
being able to maintain a cautiously progressive dividend policy<br />
funded from recurring income, rather than special receipts.<br />
RPI and Dividend (pence per stock unit)<br />
RPI<br />
160<br />
140<br />
120<br />
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
Dividend<br />
per stock<br />
unit<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004<br />
Source: Internal
7<br />
Capital<br />
The year under review has, once again, been a volatile one with<br />
the seesaw movement of equity markets. By the year end,<br />
equity markets had recovered and our closing net asset value of<br />
£29.21 per ordinary stock unit showed a net increase of 22.5%.<br />
This was the first increase for three years.<br />
A comparison of our net asset value over the year against the<br />
UK FTSE All-Share index, which rose 27%, is less favourable. We<br />
have a substantial proportion of our assets overseas and<br />
currency moves have had a significant effect. In the US, where<br />
we have close to 21% of our assets, the depreciation of the US<br />
Dollar by nearly 11% against Sterling reduced stock market<br />
returns on a currency adjusted basis, from 32% to just 19%. The<br />
movement of Asian currencies, apart from the Japanese Yen,<br />
were kept close to the US Dollar, either by intervention or by<br />
increasingly fragile pegs. In Europe, returns were boosted by the<br />
4% appreciation of the Euro against Sterling, but our exposure<br />
accounts for just 10% of our portfolio, as we have been deterred<br />
by the lack of visible structural reform and high valuations.<br />
The greater influence, however, has been in terms of stock<br />
selection. While we were sufficiently confident to move to full<br />
investment we maintained our focus on companies better placed<br />
in terms of management, market position, cash flow and<br />
dividend paying capability. The companies which had been most<br />
exposed by the last downturn were those which performed best<br />
for much of the year. With hindsight, we were too cautious<br />
about two areas in particular: Japanese banks, where we had no<br />
exposure, and IT hardware, where our exposure was limited. This<br />
adversely affected our relative performance.<br />
5 Year Discount Record<br />
31 January 1999 to 31 January 2004<br />
4<br />
6<br />
8<br />
10<br />
12<br />
14<br />
16<br />
18<br />
20<br />
22<br />
24<br />
<strong>Alliance</strong> <strong>Trust</strong> Discount<br />
Source: Thomson Financial Datastream<br />
Movement in UK FTSE All-Share Index 27.0% 25.3%<br />
Attributable to asset allocation (1.9%) 14.9%<br />
Attributable to stock selection (2.6%) (3.2%)<br />
Movement in net asset value 22.5% 37.0%<br />
Peer Group Discount<br />
1999 2000 2001 2002 2003<br />
Capital Performance<br />
Attribution Analysis 1 year 10 years<br />
The above attribution analysis reconciles the Company's net asset value with<br />
the movement, over the stated time periods, of the UK FTSE All-Share Index<br />
showing the effect of our asset allocation and stock selection. The figures<br />
refer to capital performance only and make no allowance for income. The<br />
FTSE All-Share Index is not used as a benchmark by the Company.<br />
During the year the discount at which the stock price stands to<br />
the Company’s net asset value narrowed to as low as 5% and<br />
ended the year at 10.8%.<br />
Company<br />
Record<br />
The Company’s Capital and Income<br />
(shown in £millions)<br />
Total Assets<br />
less Current<br />
Liabilities<br />
Total Capital<br />
Appreciation<br />
(Depreciation)<br />
Total<br />
Income<br />
Attributable to Ordinary Stockholders<br />
(shown in pence per Ordinary Stock Unit)<br />
Earnings<br />
Capital<br />
Appreciation<br />
(Depreciation)<br />
Dividend<br />
Net Asset<br />
Value<br />
1994 1,079 178 29.7 47.28 353.56 47.0 2,133.1<br />
1995 955 (129) 32.7 53.79 (256.15) 50.0 1,885.5<br />
1996 1,228 272 34.4 56.30 539.42 53.0 2,428.2<br />
1997 1,359 130 34.9 58.61 257.08 55.5 2,688.4<br />
1998 1,565 203 38.8 64.89 402.50 59.0 3,096.8<br />
1999 1,730 164 40.1 65.95 324.47 62.5 3,424.7<br />
2000 1,888 156 41.0* 68.86 310.06 64.5 3,739.1<br />
2001 1,976 87 40.3 67.26 172.30 66.5 3,912.2<br />
2002 1,674 (305) 45.0 74.80 (604.73) 68.5 3,313.7<br />
2003 1,206 (469) 43.6 71.63 (930.82) 69.5 2,385.0<br />
2004 1,476 268 46.1 75.40 531.54 70.5 2,921.5<br />
* From 2000, income excludes the associated tax credit.
8<br />
Investment<br />
Investment Team<br />
Investment Approach<br />
Investment Decisions<br />
Investment is our primary activity, and is directed<br />
towards our objective of providing the core<br />
investment for those seeking a long term store of<br />
increasing value.<br />
Investment Team<br />
Our investment department is headed up by the Investment<br />
Director, Alan Young, along with Chief Investment Manager,<br />
Colin Beveridge and two Senior Investment Managers, Grant<br />
Lindsay and Neil Tong. The team includes an economist, three<br />
other investment managers, and a number of portfolio<br />
managers, together with the investment analysts who provide<br />
the research coverage across our portfolio.<br />
Investment Approach<br />
Our overall objective is to provide the core investment for<br />
those seeking a long term store of increasing value. To meet<br />
this objective, our investment approach focuses on the search<br />
for good value within high quality companies, which maintain<br />
sound management, strong market positions, good cash flow<br />
and the ability to pay a growing dividend. Our belief is that the<br />
risk attached to our portfolio is potentially lowered both by<br />
this approach and by the extent to which we can attain<br />
diversification across geographical regions and industrial sectors.<br />
Investment Decisions<br />
The diagram on the next page illustrates the process by which<br />
our investment decisions are made. Stock selection is central to<br />
our approach and is the predominant driver. Surrounding the<br />
stock selection discipline, we track economic and political<br />
developments in all countries in which we invest (28 at the<br />
year end). We also do this in those countries or regions where<br />
we are considering investment. In addition, we monitor closely<br />
any emerging or expected investment themes concerning<br />
individual industries, the corporate sector as a whole, or equity<br />
markets around the world.<br />
The environment in which we operate is highly fluid, in terms of<br />
existing and expected political factors, regulation, commercial<br />
law and technological change. Information relating to each of<br />
these aspects is fed into our asset allocation process providing<br />
a top down view of the relative attractiveness of different asset<br />
classes, and we cross reference this against information from<br />
brokers and other sources. This process and its content are<br />
monitored by our board of directors. We formally present our<br />
investment strategy to the board at least twice a year, but<br />
discuss progress and necessary changes to our strategy monthly.
9<br />
Within our equity portfolio, managers and analysts complete an<br />
extensive analysis of individual stocks which includes the use of<br />
our own dedicated worksheets that enable us to compare<br />
companies on a like-for-like basis. The worksheets are a tool in<br />
making an informed judgement as to whether individual stock<br />
or sector valuations are reasonable, and in forecasting profits<br />
out of which dividends are paid.<br />
Decision making involves looking at the activities of companies,<br />
in which we are considering investment, in their wider context<br />
and in addition to evaluating a company’s management includes<br />
reviewing its policies and behaviour on issues of social<br />
responsibility and environmental impact. These factors are<br />
considered in an appropriate and balanced manner when we<br />
make our initial investment decision and on a continuing basis.<br />
We may engage in dialogue with the companies on particular<br />
issues and, if not satisfied, may vote against the<br />
recommendation of the board of a company in which we hold an<br />
investment. Such factors also contribute to decisions to divest.<br />
Our managers and analysts travel widely to meet the management<br />
of companies in all regions of the world, and to attend<br />
conferences and seminars. This is essential in order to remain<br />
well informed of the latest company and industrial developments.<br />
Our investment approach is geared towards identifying core<br />
holdings with good long term growth potential. We seek<br />
companies which are strong enough to withstand difficulties<br />
brought about by an ever changing background of economic<br />
cycles, corporate trends and volatility in capital markets. These<br />
factors can influence significantly the level of risk attached to<br />
our portfolio over short time horizons, but have tended to<br />
prove less marked over long periods.<br />
An account of the present economic background follows on page<br />
10, followed by a discussion of the key issues facing the corporate<br />
sector and developments in the major equity markets. Our<br />
investment outlook is on page 11 followed, on pages 12 and 13,<br />
by details of how our assets are currently allocated and managed.<br />
Economics<br />
and<br />
Politics<br />
Asset Allocation<br />
Investment<br />
Themes<br />
Considerations<br />
Income<br />
Portfolio<br />
Stock<br />
Selection<br />
Managers<br />
Input from<br />
Market,<br />
Valuations<br />
Analysts<br />
Sector<br />
&<br />
Stock<br />
Operating Environment
10<br />
Investment Background<br />
Economies<br />
Companies<br />
Equity Markets<br />
Investment Outlook<br />
This section focuses on the main economic, corporate<br />
and equity market events which took place during our<br />
financial year and gives our investment outlook.<br />
Economies<br />
The first few months of our financial year were marred by the<br />
war in Iraq and the outbreak of SARS in Asia, both of which<br />
had a negative impact on confidence around the world, at the<br />
business, consumer and investor level. By the summer months,<br />
following the end of the war and the containment of SARS,<br />
business confidence was beginning to return, most notably in<br />
the US where both monetary and fiscal policy remained<br />
particularly supportive. This improvement in sentiment resulted<br />
in a rise in orders and production levels which boosted profits,<br />
eventually encouraging the increase in investment spending<br />
which had been so long awaited.<br />
The recovery of the US economy brought with it an expansion<br />
in its budget deficit and further deterioration in its trade<br />
account, raising questions over the long term financing of<br />
these deficits and putting significant downward pressure on the<br />
US Dollar, as illustrated in the graph below. During our financial<br />
year, the US Dollar fell 12% in trade weighted terms,<br />
characterised by an 11% fall against Sterling, a 12% decline<br />
against the Yen and a 14% drop against the Euro. This<br />
depreciation of the US Dollar has increased the competitiveness<br />
of US exporters and should help protect US employment, a key<br />
issue in the run up to the Presidential election in November.<br />
Asian economies eventually recovered from the negative impact<br />
of SARS on both business and tourist related travel. Export<br />
activity has also picked up significantly in recent months as the<br />
US economy recovered. This is most notable in China, which<br />
has the additional advantage of a currency fixed to the<br />
depreciating US Dollar. The question now being asked is<br />
whether this increased export activity will be sufficient to raise<br />
employment and income levels, stimulating domestic spending<br />
which is a necessary condition for this recovery to become<br />
US Dollar, Sterling, Yen and Euro - Trade Weighted<br />
31 January 2003 to 31 January 2004<br />
110<br />
Euro<br />
105<br />
100<br />
95<br />
Sterling<br />
Yen<br />
90<br />
Dollar<br />
85<br />
Feb Mar Apr May June July Aug Sept Oct Nov Dec Jan<br />
Source: Thomson Financial Datastream
11<br />
sustainable. Although there are some encouraging signs that<br />
this will occur in Asia, the picture is still far from clear in<br />
Europe where unemployment remains high, both fiscal and<br />
monetary policy are relatively tight, and the appreciation of the<br />
Euro is threatening future export growth. The forthcoming<br />
accession of Eastern European economies to the EU may help<br />
stimulate demand within the region.<br />
UK companies are also grappling with the impact of the falling<br />
US Dollar, but UK domestic demand has remained relatively<br />
robust, underpinned by the low level of unemployment and the<br />
wealth effects associated with the recovery in equities and<br />
ongoing strength in the housing market. Interest rates have<br />
been raised already in the UK, ahead of the upward moves<br />
expected around the world as the recovery progresses.<br />
Companies<br />
Conditions for many companies improved significantly during<br />
our financial year. Increased demand, led by the US, produced a<br />
recovery in profitability which helped to boost business<br />
confidence. However, firms remained cautious on the whole,<br />
achieving profits growth predominantly through cost cutting, using<br />
cash flow gains to strengthen balance sheets and taking advantage<br />
of cuts in interest rates to refinance debt at lower levels.<br />
The recovery in profits and sentiment led eventually to an<br />
increase in capital spending, particularly in technology related<br />
products. Although layoffs have decreased, firms have been<br />
reluctant, so far, to hire new workers, particularly in the<br />
western economies where labour costs are high. One of the<br />
main consequences of globalisation has been fierce competition<br />
stemming from Asia, limiting pricing power around the world,<br />
even as demand grows. Many western companies are still choosing<br />
to relocate in Asia, particularly China, to exploit its lower labour<br />
costs and thereby increase both competitiveness and profitability.<br />
This trend could remain in place for some time, limiting<br />
employment and income growth in the developed economies.<br />
Equity Markets<br />
The graph on the right illustrates the gains made in equity<br />
markets during our financial year, on a Sterling adjusted basis.<br />
This progress followed three consecutive years of declining<br />
markets, one of the longest bear markets in history, which had<br />
resulted in many stock market indices halving from their peak<br />
levels. Since March 2003, markets have made good progress,<br />
reflecting the easing of geopolitical concerns following the war<br />
in Iraq and growing confidence in the economic recovery and<br />
prospects for corporate profitability.<br />
The US market performed best in local terms, rising 32% over<br />
our financial year, but the depreciation of the US Dollar reduced<br />
this to just 19% on a Sterling adjusted basis. The main equity<br />
market indices rose 28% in both Europe and Japan and the<br />
appreciation of the Euro and Yen boosted these gains even<br />
further, to 33% and 31% respectively. The UK market rose 27%<br />
over the year, held back by the more defensive nature of many<br />
of its main companies.<br />
At the sector level, technology stocks returned to favour,<br />
boosted by evidence of a recovery in capital spending. The FT<br />
World technology index rose more than 42% over the year,<br />
retracing much of its decline of the previous 12 months.<br />
Prospects of a cyclical recovery also enabled general industrial<br />
stocks to perform well, rising more than 35% during our<br />
financial year.<br />
Investment Outlook<br />
We expect economic growth to continue over the next few<br />
months, as both fiscal and monetary policy will remain<br />
relatively loose in the US ahead of the Presidential election in<br />
November. Beyond that point it may prove necessary for other<br />
regions to drive global activity forward, but this would require a<br />
significant recovery in domestic demand in both Europe and<br />
Japan. Both areas still have some structural problems to<br />
address, particularly when currency appreciation threatens to<br />
reduce competitiveness. In addition, the policy stimuli which<br />
were necessary to generate economic recovery in the US have<br />
caused imbalances there to worsen, leaving the US Dollar still<br />
vulnerable to downward pressure. Further currency adjustments<br />
may be required in the year ahead, but it is critical that these<br />
moves are smooth as volatility would cause additional problems.<br />
Equity valuations rose over the year in anticipation of a strong<br />
recovery in company profits and this left some equities looking<br />
relatively expensive by historical standards. Profits growth<br />
should hopefully slow to a more sustainable pace over the next<br />
few months. We would then expect stock markets to appreciate<br />
steadily, if at a slower rate than we have seen recently.<br />
Increased takeover activity may offer opportunities for<br />
additional returns.<br />
Equity Markets - Sterling Adjusted<br />
31 January 2003 to 31 January 2004<br />
135<br />
130<br />
125<br />
120<br />
115<br />
110<br />
105<br />
100<br />
95<br />
Japan<br />
Europe<br />
Feb Mar Apr May June July Aug Sept Oct Nov Dec Jan<br />
UK<br />
US<br />
Source: Thomson Financial Datastream
12<br />
How the Assets are Managed<br />
Asset Allocation<br />
Global Sectors<br />
Investments Managed<br />
Regionally<br />
Stock Selection<br />
The Twenty Largest<br />
Investments<br />
This section describes how our investment outlook<br />
has influenced our recent stock selection.<br />
Asset Allocation<br />
Our investment outlook is relatively positive ahead of the US<br />
Presidential election in November 2004, but becomes more<br />
cautious as we look beyond that into 2005. Once both fiscal and<br />
monetary policy are tightened in the US, it will be necessary for<br />
other regions to drive global activity forward. Any further<br />
depreciation of the US Dollar in the year ahead will add to the<br />
pressures on both Europe and Japan to address the structural<br />
problems which presently impede the flexibility of these economies.<br />
We still believe that the best long term returns will come from<br />
investment in real assets through active businesses. For this<br />
reason we remain invested primarily in equities and we increased<br />
our exposure by a net £47.7m during the past year. Having a<br />
global perspective enables us to spread the risk associated with<br />
equity investment across a wide selection of countries and<br />
sectors, building an increasingly diverse portfolio of individual<br />
companies. As explained in the description of our investment<br />
decision making process, we focus predominantly on strong<br />
companies with good management, the potential for long term<br />
growth in profits and with the ability to pay growing dividends.<br />
Global Sectors<br />
More than 50% of our assets are managed on a ‘global sector’<br />
basis, which means that we evaluate opportunities for investment by<br />
looking at a business sector as a whole, disregarding domestic<br />
boundaries. This approach enables us to focus on important<br />
industry trends which are occurring across the whole world. It<br />
also gives us the ability to compare company valuations on an<br />
international basis and to base our stock selection primarily on a<br />
company’s industrial positioning. The issue of where a company is<br />
listed is a secondary factor. The graph below illustrates the recent<br />
performance of these particular sectors on a Sterling adjusted basis.<br />
Global Sectors - Sterling Adjusted<br />
31 January 2003 to 31 January 2004<br />
150<br />
140<br />
130<br />
120<br />
110<br />
100<br />
90<br />
IT<br />
Financials<br />
Oil<br />
Pharmaceuticals<br />
Feb Mar Apr May June July Aug Sept Oct Nov Dec Jan<br />
Source: Thomson Financial Datastream
13<br />
During the financial year to 31 January 2004, we invested a net<br />
£8.2m into that portion of our portfolio managed on a global<br />
sector basis. We focused primarily on resources and basic<br />
industries, where we invested £7.9m, encouraged by significant<br />
infrastructure developments in Asia and the consequent demand<br />
for metals and resources. We also added a net £2.9m to<br />
financials, focusing predominantly on the UK. We made net<br />
sales in health care and pharmaceuticals, reducing our exposure<br />
to several US holdings in anticipation of US Medicare reform. In<br />
the information technology sector we increased our exposure to<br />
software and service companies in the US and UK, but this was<br />
offset by sales of some of our hardware related investments.<br />
Investments Managed Regionally<br />
Although more than half our portfolio is managed on a ‘global<br />
sector’ basis, this approach may not be suitable for many sectors<br />
which have a domestic rather than an international bias. A good<br />
example is the retail sector where trading and profits are<br />
closely linked to conditions in the local economy, and where<br />
formats rarely travel well across international boundaries. We<br />
continue to manage these sectors on a geographical basis,<br />
paying particular attention to the expected economic, industrial<br />
and stock market influences in each individual country.<br />
Over the last year we increased our exposure to UK industries<br />
by a net £18.4m, focusing our activity in the media sector<br />
where recent legislation is expected to encourage further<br />
corporate activity. We also increased our exposure to beverage<br />
companies and utilities, both of which offer attractive<br />
opportunities. In Asia, we have been particularly encouraged by<br />
China’s recent and expected economic growth and gained<br />
exposure to this not just through Chinese companies but also<br />
through companies located elsewhere in Asia. The graph on this<br />
page illustrates the relatively strong performance achieved by<br />
stock markets in Thailand, China, Hong Kong and Taiwan. We<br />
invested a net £26.8m into the ‘rest of the world’ during our<br />
financial year, focusing purchases on opportunities in real<br />
estate stocks, construction related activities and support services.<br />
We also reduced our exposure to US industries by £4.6m.<br />
Stock Selection<br />
The table below shows our largest holdings and the detailed<br />
review of our portfolio follows on pages 14 to 25.<br />
The Twenty<br />
Largest Investments £m<br />
Shell Transport & Trading 44.6<br />
Royal Bank of Scotland 43.2<br />
BP 42.8<br />
GlaxoSmithKline 42.6<br />
Vodafone 34.1<br />
HBOS 26.2<br />
Barclays 19.9<br />
Diageo 17.5<br />
Aviva 15.8<br />
HSBC 15.5<br />
Rio Tinto 15.1<br />
Abbott Laboratories 14.8<br />
Lloyds TSB 14.3<br />
Persimmon 14.3<br />
BHP Billiton 14.0<br />
Slough Estates 13.8<br />
Wal-Mart 13.0<br />
EMAP 12.8<br />
Standard Chartered 12.6<br />
Unilever 12.5<br />
This list excludes the Company’s holding in its subsidiary, <strong>Alliance</strong> <strong>Trust</strong> (Finance)<br />
Limited (“ATF”), which amounted to £18.1m gross, or £6.1m net of the loan which<br />
ATF has advanced to the Company (see note 8 on page 48 and note 17 on page 50).<br />
Asian Markets - Sterling Adjusted<br />
31 January 2003 to 31 January 2004<br />
220<br />
200<br />
180<br />
160<br />
140<br />
Thailand<br />
China<br />
120<br />
100<br />
80<br />
Hong Kong<br />
Taiwan<br />
Feb Mar Apr May June July Aug Sept Oct Nov Dec Jan<br />
Source: Thomson Financial Datastream
14<br />
Portfolio Review<br />
Resources and Basic<br />
Industries<br />
Capital Goods<br />
Consumer Goods and<br />
Products<br />
Services<br />
Financials<br />
Investment Companies<br />
Fixed Income<br />
This section of our report gives a review of the<br />
portfolio which, at the year end, contained 363<br />
investments.<br />
The hoop diagrams below give snapshots of the whole<br />
portfolio, first by geography and then by sector.<br />
In the narrative, we list all the investments held in<br />
each sector reviewed which had a year end value<br />
greater than 0.1% of the total portfolio valuation.<br />
The exceptions are the sections on investment<br />
companies and fixed income where we show all the<br />
holdings. In all, investments equal to 94% of the<br />
portfolio by value are shown.<br />
The table at the top of page 25 summarises the<br />
investment changes over the year. The classification<br />
table on page 25 gives a breakdown of the main<br />
industries in each sector and the percentage of the<br />
portfolio held in each geographical area. As we have<br />
explained on pages 12 and 13, some assets are<br />
managed on this geographical basis, but others are<br />
managed from a global sector perspective.<br />
Investment Changes<br />
Classification of<br />
Investments<br />
The portfolio<br />
by geography<br />
£m<br />
UK 799<br />
Europe 147<br />
North America 307<br />
Japan 65<br />
Rest of World 158<br />
Total 1,476<br />
The portfolio<br />
by sector<br />
£m<br />
Resources and<br />
Basic Industries 297<br />
Capital Goods 187<br />
Consumer Goods<br />
and Products 253<br />
Services 324<br />
Financials 340<br />
Investment<br />
Companies 40<br />
Fixed Income and<br />
Other Net Assets 35<br />
Total 1,476<br />
Figures as at 31 January 2004
15<br />
Resources and Basic Industries<br />
Oil, Chemicals and Resources<br />
£m<br />
Tight markets and speculative activity in commodity futures<br />
contributed to rising metal and ore prices. The higher demand for<br />
many base resources is in large measure due to China’s numerous<br />
infrastructure projects. Looking forward, some softening in the pace<br />
of development in China is anticipated, but world economic activity<br />
is likely to remain healthy, helping to sustain demand. In the mining<br />
sector we strengthened positions through additions to Rio Tinto and<br />
BHP Billiton and two relatively new Chinese holdings, Yanzhou Coal<br />
and Jiangxi Copper.<br />
The oil price exhibited a different price pattern. Demand was similarly<br />
strong, but, despite this, prices lagged. An unexpected re-classification<br />
of reserves caused our large investment in Shell to perform<br />
disappointingly. Valuations now reflect many of the specific concerns<br />
that investors hold. It is our belief that Shell’s overall resource base<br />
can still be profitably exploited.<br />
We carried out modest additions to PetroChina, CNOOC, Burlington<br />
Resources and BG Group. In chemicals, we sold ICI and reinvested<br />
into new holdings which included BOC.<br />
Shell Transport & Trading 44.6<br />
BP 42.8<br />
Rio Tinto 15.1<br />
BHP Billiton 14.0<br />
Exxon Mobil 11.2<br />
John Wood Group 10.4<br />
Total 7.3<br />
Air Liquide 4.5<br />
PetroChina 4.1<br />
Schlumberger 3.3<br />
British Vita 2.7<br />
RPM International 2.6<br />
Woodside Petroleum 2.5<br />
Johnson Matthey 2.2<br />
Burlington Resources 2.1<br />
BG Group 2.1<br />
Shin-Etsu Chemical 2.1<br />
Croda 2.1<br />
Linde AG 1.9<br />
BOC Group 1.7<br />
Other Holdings (14) 12.0<br />
Total 191.3<br />
Construction and Building Materials<br />
£m<br />
Despite fears that house prices would go into reverse, the UK housing<br />
market performed strongly. Prices did fall in the higher end markets<br />
of South East England, but the Midlands, the North East, Wales and<br />
Scotland all experienced strong growth. Looking forward, a crash<br />
seems unlikely, but the market is less of a clear one way bet for<br />
house builders. In this context, company strategy is increasingly<br />
important to stock selection, and mergers are also possible. Crest<br />
Nicholson, which is decreasing its dependence on the London market,<br />
is one holding to which we are adding.<br />
Persimmon 14.3<br />
Wolseley 7.2<br />
Aggregate Industries 4.3<br />
Siam Cement 3.2<br />
Lafarge 3.2<br />
Crest Nicholson 3.2<br />
Marshalls 2.9<br />
Anhui Conch Cement 1.6<br />
Other Holdings (3) 3.2<br />
Total 43.1<br />
Building material demand is benefiting from global recovery. A new<br />
holding is Anhui Conch Cement, the largest cement producer in China<br />
which is benefiting from spending on infrastructure. European<br />
demand remains mixed. We reduced our holding in Lafarge following<br />
its rights issue which we believe to have been poorly justified.<br />
Wolseley has also been reduced as its shift towards acquisitions to<br />
achieve growth may increase risk.
16<br />
Portfolio Review<br />
£m<br />
National Grid Transco 7.9<br />
Scottish & Southern 7.0<br />
Scottish Power 6.4<br />
Huaneng Power 6.3<br />
Kelda Group 5.7<br />
Consolidated Edison 4.5<br />
Beijing Datang Power 4.0<br />
Constellation Energy 3.8<br />
United Utilities 3.2<br />
Australian Gas Light Company 2.8<br />
Hawaiian Electric 2.4<br />
WPS Resources 2.4<br />
Hong Kong & China Gas 2.2<br />
Hong Kong Electric 2.0<br />
Other Holdings (2) 2.2<br />
Total 62.8<br />
Utilities<br />
Regulatory reviews in UK and Europe add to the risk associated with<br />
most of our holdings in this sector. However, valuations are<br />
reasonable and initial soundings point to an encouraging regulatory<br />
result. The economic outlook also appears broadly supportive. We<br />
participated in United Utilities’ rights issue which will assist it to<br />
upgrade its asset base, against which the company should hopefully<br />
earn a favourable return. We also added to National Grid Transco,<br />
Scottish Power and Scottish & Southern but sold Suez, and<br />
Autostrade was taken over.<br />
Our exposure to Huaneng Power and Beijing Datang Power, where the<br />
fundamental investment case continues to be very strong, was<br />
increased. We also purchased a new holding in Hong Kong & China<br />
Gas which looked undervalued following a period of poor investor<br />
sentiment during the SARS crisis, and which offers exposure to the<br />
growing Chinese market as well as to recovery in Hong Kong.<br />
In this sector, yields are attractive and dividends are being increased,<br />
albeit modestly.<br />
Capital Goods<br />
£m<br />
General Industrial<br />
Pentair 4.9<br />
Denway Motors 3.4<br />
Swire Pacific 3.0<br />
Toyota 2.4<br />
Hyundai 2.3<br />
Keppel 2.0<br />
FCC 1.9<br />
Lear 1.6<br />
Honda 1.5<br />
Other Holdings (10) 9.4<br />
Total 32.4<br />
Pentair, a diversified US company and our largest industrial holding,<br />
continued to perform well in its key professional tool and fluid<br />
technology product lines. However, its share price lagged many cyclical<br />
companies whose share prices rebounded from extremely depressed<br />
levels. In the long run, Pentair has the advantage of a better track<br />
record and established market positions on which to build.<br />
Elsewhere, we carried out a number of changes. A new holding was<br />
established in US car interior specialist, Lear Corporation. We<br />
switched from Delphi to fund the purchase. We maintained our<br />
exposure to Japanese auto companies as they continue to gain<br />
profitable market share globally. Denway Motors of China is an<br />
affiliate of Honda, positioned to exploit increasing car ownership in<br />
mainland China, and so we increased our holding. In the aerospace<br />
sector we reduced troubled BAE Systems by selling a portion of our<br />
convertible holding during the year.
17<br />
Electronics and Engineering<br />
This sector also has a high share of cyclical businesses. Many are very<br />
well-run companies, with good industrial positions and attractive<br />
yields. With these attributes in mind we increased our holdings in<br />
Sandvik, Kidde and Bodycote. The bearings industry is also<br />
interesting, as it is experiencing consolidation, improved pricing and<br />
a more rational approach to capacity additions. This led us to<br />
purchase a holding in the Swedish manufacturer, SKF.<br />
We added to the steel processor, Worthington Industries, a company<br />
not exposed to the legacy issues dogging steel manufacturing. It is<br />
modestly valued, has an above average yield, and a long track record<br />
of paying increased dividends.<br />
Intense competition caused us to dispose of Sony and to redeploy the<br />
proceeds into the precision lighting company Ushio and the global<br />
air-conditioning manufacturer Daikin Industries.<br />
£m<br />
Canon 11.4<br />
General Electric 8.9<br />
Keyence 5.4<br />
Sandvik 4.8<br />
Renishaw 4.7<br />
Hoya 4.7<br />
Spirax-Sarco Engineering 4.3<br />
Kidde 3.9<br />
Illinois Tool Works 3.5<br />
SKF 3.5<br />
Bodycote 3.1<br />
Worthington Industries 2.9<br />
Grainger 2.6<br />
Matsushita Electric 2.3<br />
Ushio 2.2<br />
Emerson Electric 2.1<br />
Daikin Industries 1.7<br />
Mabuchi 1.6<br />
York International 1.5<br />
Other Holdings (6) 5.0<br />
Total 80.1<br />
Information Technology<br />
£m<br />
The backdrop improved after three extremely challenging years with<br />
demand for technology products increasing and share prices<br />
rebounding. New digital devices in the consumer sector sold well in<br />
both emerging and mature economies, and initial signs of increased<br />
business investment offer some encouragement for the outlook.<br />
It was also encouraging to note a better trend in the alignment of<br />
shareholders’ versus managers’ interests. Microsoft’s initiation of<br />
dividend payments and the abandonment of stock options are<br />
prominent examples. Corporate activity increased as companies aim<br />
for size and for new markets but over-capacity in the important semiconductor<br />
and telecom equipment segments remains to be addressed.<br />
In the US, we reduced Intel and Dell due to valuation concerns and<br />
used the proceeds to increase software investments that benefit from<br />
higher levels of corporate expenditure. Additions included Oracle and<br />
Microsoft and a new holding in Check Point Software which provides<br />
security products to businesses around the world.<br />
Microsoft 11.6<br />
Cisco Systems 7.4<br />
Intel 6.9<br />
First Data 5.9<br />
Sage 5.3<br />
Nokia 4.9<br />
Motorola 3.6<br />
Texas Instruments 3.2<br />
SAP AG 3.2<br />
Samsung Electronics 2.6<br />
Oracle 2.4<br />
Flextronics 2.2<br />
Jabil Circuit 2.1<br />
Dell 2.0<br />
Analog Devices 1.8<br />
Thomson 1.6<br />
Other Holdings (11) 8.1<br />
Total 74.8
18<br />
Portfolio Review<br />
Consumer Goods and Products<br />
£m<br />
Diageo 17.5<br />
Unilever 12.5<br />
Reckitt Benckiser 9.7<br />
British American Tobacco 7.4<br />
Pepsico 6.3<br />
Altria 5.6<br />
Allied Domecq 5.4<br />
Nestlé 5.1<br />
Fosters 3.0<br />
Geest 2.7<br />
Scottish & Newcastle 2.3<br />
BAT Malaysia 1.9<br />
Kao Corporation 1.8<br />
Kraft 1.7<br />
Fraser & Neave 1.6<br />
Other Holdings (7) 7.9<br />
Total 92.4<br />
Beverages, Foods, Household and Tobacco<br />
Share price performances were mixed across this broad group. Tobacco<br />
stocks returned over 40%, as an improvement in the US legal<br />
environment eased long term solvency concerns. Spirits companies<br />
benefited from good demand in most markets. However, food<br />
manufacturers continued to experience difficult selling and pricing<br />
conditions. This was exacerbated by the “Atkins” phenomenon driving<br />
demand for low carbohydrate foods. Most global food manufacturers<br />
are only now entering this market in a meaningful way. Holdings in<br />
Unilever and Nestlé were reduced.<br />
Reckitt Benckiser managed to avoid overpriced acquisitions, and<br />
hence was able to raise the dividend for the first time since the<br />
merger in 1999. This caused the share price to rise and we reduced<br />
our large holding on valuation grounds. We recycled the proceeds into<br />
Allied Domecq, BAT and Diageo. They have equally good prospects<br />
and look undervalued.<br />
Our Chinese holding, Peoples Food, a meat processor, was increased<br />
following SARS-induced share price weakness.<br />
£m Healthcare and Pharmaceuticals<br />
GlaxoSmithKline 42.6<br />
Abbott Laboratories 14.8<br />
Johnson & Johnson 10.9<br />
Aventis 10.4<br />
Amersham 8.0<br />
Bristol-Myers Squibb 7.8<br />
Novartis 7.4<br />
UCB 6.6<br />
Merck 5.6<br />
Takeda Chemical 5.1<br />
Gyrus Group 4.7<br />
Celltech 4.6<br />
Altana AG 3.4<br />
Fresenius 3.2<br />
Baxter International 3.1<br />
Cardinal Health 2.8<br />
Alcon 2.6<br />
UnitedHealth 2.5<br />
Zimmer Holdings 2.1<br />
Igen 2.1<br />
..<br />
Rhon-Klinikum 2.0<br />
Steris 2.0<br />
Gedeon Richter 1.9<br />
HCA 1.7<br />
Other Holdings (4) 2.9<br />
Total 160.8<br />
There were some positive developments in the industry; new drug<br />
approvals increased, particularly for biotech drugs, and latterly<br />
pharmaceutical sales growth accelerated, producing an overall sales<br />
increase of 8%. However, the sector lagged, including, unfortunately,<br />
our major holding, GlaxoSmithKline. We took the opportunity to<br />
increase our holding in it on a low valuation, convinced of its long<br />
term prospects.<br />
Looking ahead, US Medicare reform affects much of the industry. Its<br />
main aim is to improve health cover for seniors, which should boost<br />
drug sales. However, growing healthcare costs worldwide represent a<br />
major funding challenge to governments and initiatives are underway,<br />
including discounts designed to contain spending. Our focus is to<br />
invest in companies producing innovative products.<br />
We cut the amount invested in the sector, reducing exposure to Merck<br />
and Johnson & Johnson and selling SSL International, Xenova and<br />
Medco. New investments include HCA, the American hospital chain,<br />
and Baxter International, through its 7% convertible bond. We<br />
increased Abbott Laboratories, Gyrus Group and Celltech.
19<br />
Services<br />
Retail<br />
£m<br />
The UK economic backdrop remains supportive of consumer spending,<br />
but the potential for higher interest rates on high levels of household<br />
debt does carry risks. At the company level, intense corporate activity<br />
saw Debenhams, Selfridges and GUS’s catalogue division being taken<br />
private. There is currently an ongoing bid for New Look. Consolidation<br />
of the UK food retailing industry is also underway, following the<br />
Competition Commission’s clearance of Wm Morrison’s takeover<br />
of Safeway.<br />
Across Europe, retail spending was affected by weakness in the major<br />
economies. Some recovery is hoped for this year. Germany offers<br />
reasonable prospects aided by income tax cuts. We are building a new<br />
holding in Metro, Germany’s premier retailer, with a growing<br />
international business. Earlier in the year, when trading concerns<br />
appeared overdone, we added to Next and Marks & Spencer. Safeway<br />
and N Brown were sold. In the US, Wal-Mart lagged its peers in terms<br />
of share price but we expect it to benefit from economic recovery and<br />
from the fiscal and monetary support for consumer spending.<br />
Wal-Mart 13.0<br />
Tesco 11.3<br />
GUS 9.5<br />
Home Depot 8.3<br />
Next 5.6<br />
Kingfisher 4.5<br />
Marks & Spencer 3.4<br />
New Look 3.1<br />
Sainsbury 2.8<br />
Walgreen 2.6<br />
CVS 2.5<br />
Pier 1 Imports 2.1<br />
Metro AG 1.7<br />
Other Holdings (7) 6.1<br />
Total 76.5<br />
Brewers, Hotels and Leisure<br />
£m<br />
The key theme for hotels has been one of recovery from a cocktail of<br />
problems, ranging from terrorism fears and war in Iraq, to economic<br />
slowdown and SARS. In the early part of 2003 this caused share price<br />
weakness in Hilton Group but gave a good opportunity to add to that<br />
holding. Broad resolution of these issues and global economic<br />
improvement led to a recovery in hotel stocks.<br />
Our core public house holdings, Wolverhampton and Dudley Breweries<br />
and Greene King, enjoyed buoyant trading helped by good weather<br />
and minimal exposure to an oversupplied high street. Six Continents<br />
demerged, forming a public house group, Mitchells and Butlers, and a<br />
hotelier, Intercontinental Hotel Group, with surplus cash also<br />
distributed to shareholders.<br />
Hilton 6.5<br />
Wolverhampton & Dudley 4.6<br />
Intercontinental Hotels 3.9<br />
Greene King 3.8<br />
Accor 2.7<br />
Bob Evans Farms 2.7<br />
Whitbread 2.4<br />
Other Holdings (5) 5.6<br />
Total 32.2<br />
New holdings were started in the China and Hong Kong restaurant<br />
chain, Café de Coral, as it offers good exposure to Asian growth, and<br />
in Accor, the French hotelier with strong positions in France and<br />
the US.
20<br />
Portfolio Review<br />
£m<br />
EMAP 12.8<br />
Granada 6.2<br />
Gannett 5.2<br />
Reed Elsevier 5.2<br />
Arnoldo Mondadori Editore 4.7<br />
Pearson 4.6<br />
Television Française 4.1<br />
Carlton 4.1<br />
United Business Media 4.1<br />
Mediaset 3.7<br />
VNU 3.1<br />
Yell Group 2.4<br />
Singapore Press Holdings 2.2<br />
Other Holdings (7) 6.6<br />
Total 69.0<br />
Media<br />
After two years of decline, global advertising expenditure improved in<br />
2003. US economic recovery was the main driver, although European<br />
expenditure also grew marginally as confidence returned. The outlook<br />
is expected to remain positive as global economic growth expands.<br />
Advertising demand should also benefit from the US general election<br />
and the Olympic Games.<br />
In the UK, the Communications Bill passed through Parliament. Its<br />
main effects are the relaxation of the media industry’s consolidation<br />
guidelines. Granada and Carlton’s merger to form ITV PLC was cleared<br />
with few conditions and further corporate activity appears likely in<br />
the radio and newspaper industries.<br />
We increased exposure to more economically sensitive companies by<br />
adding to United Business Media and Granada, and by building new<br />
holdings in Television Française, the French TV company, Capital<br />
Radio, the UK radio broadcaster and Cheil, the leading Korean<br />
advertising agency. These acquisitions were partially funded by<br />
reductions in our holdings of EMAP, Pearson and VNU.<br />
£m Transport<br />
BAA 6.8<br />
Associated British Ports 3.0<br />
Forth Ports 2.5<br />
First Group 2.2<br />
Zhejiang Expressway 1.8<br />
Other Holdings (3) 2.0<br />
Total 18.3<br />
Airlines had a volatile year. Demand fell due to war in Iraq and the<br />
SARS outbreak, and then recovered on resolution of these issues and<br />
better global growth. Structurally, the airline industry remains<br />
unattractive due to oversupply and high cost structures. We do not<br />
hold any airlines, preferring to gain exposure to the long term growth<br />
in air travel through BAA, the airport operator. BAA has additional<br />
growth potential via the development of Terminal 5 at Heathrow and<br />
the new runway at Stansted. We increased our holding earlier in<br />
the year.<br />
Our exposure to port operations through AB Ports and Forth Ports<br />
offer attractive growth potential through development opportunities.<br />
AB Ports in particular is seeking permission to establish a deep water<br />
container facility at Dibden Bay in Southampton.<br />
Our US holding in United Parcel Services was sold. The shares reached<br />
an excessive premium following buying by tracker funds after being<br />
admitted to the main US market index.
21<br />
Support Services<br />
Many companies in this area benefit strongly from improving<br />
economic growth. With this expectation, investors bought into<br />
recruitment companies in the second half of the year as Michael Page<br />
and Hays reported some improvement in demand.<br />
Share prices of the relatively less cash-generative companies, exposed<br />
to longer term growth influences, did less well. We took advantage by<br />
adding to Compass and Serco on very reasonable valuations.<br />
Improving economic growth and continuing government spending<br />
continue to support outsourcing companies. Securitas was sold given<br />
its persistent difficulties in the US guarding market.<br />
Holdings in CDW, Pactiv and China Merchant Holdings were also<br />
increased. China Merchants is very well placed to participate in Asian<br />
expansion through its port operations in Hong Kong and China.<br />
£m<br />
Compass 10.2<br />
Electrocomponents 6.2<br />
Hays 6.0<br />
Premier Farnell 5.4<br />
Sysco 5.0<br />
Brambles Industries 4.6<br />
CDW Computer Centers 4.2<br />
China Merchants Holdings 3.4<br />
Pactiv 2.9<br />
Serco 2.8<br />
Michael Page 2.8<br />
Secom 2.4<br />
Other Holdings (3) 2.6<br />
Total 58.5<br />
We invested in two new companies, Republic Services, the US waste<br />
haulier and Patrick, the Australian logistics and port company,<br />
another beneficiary of Asian growth.<br />
Telecommunications Services<br />
£m<br />
European mobile operators benefited from strong earnings growth,<br />
greater capital discipline and increased cash flow. These positives<br />
were offset by reductions in termination charges, following another<br />
tough regulatory review.<br />
A resumption of large capital expenditure is likely as infrastructure is<br />
built to enable the provision of new services. In the UK, competitive<br />
price pressure may increase as “3”, owned by Hutchison, the Hong<br />
Kong conglomerate, tries to build market share. Our holding in MMO2<br />
was sold as we believe it is the most vulnerable to this competition.<br />
Large European operators continue to lose fixed line market share. BT<br />
and others have responded by diversifying their income sources and<br />
cutting costs. Positively, this has led to increased dividends from BT<br />
and Telefonica and commitment to progressive dividend policies.<br />
Vodafone 34.1<br />
BT Group 9.1<br />
Verizon Communications 5.2<br />
Telefonica 4.8<br />
China Mobile 3.1<br />
SBC Communications 2.9<br />
Telefonos de Mexico 2.2<br />
America Movil 2.0<br />
Bellsouth 1.8<br />
AT&T Wireless Services 1.6<br />
Other Holdings (2) 2.3<br />
Total 69.1<br />
AT&T Wireless is a new US holding, The company’s cashflow is<br />
encouraging, and expectations for the US mobile phone market are<br />
more realistic.
22<br />
Portfolio Review<br />
Financials<br />
£m<br />
Royal Bank of Scotland 43.2<br />
HBOS 26.2<br />
Barclays 19.9<br />
HSBC 15.5<br />
Lloyds TSB 14.3<br />
Standard Chartered 12.6<br />
BNP Paribas 5.4<br />
Commonwealth Bank<br />
of Australia 5.3<br />
ABN Amro 4.8<br />
Wells Fargo 4.7<br />
TCF Financial 4.4<br />
UniCredito Italiano 3.9<br />
Bradford & Bingley 3.7<br />
Bank of America 3.7<br />
UBS 3.5<br />
Northern <strong>Trust</strong> 3.5<br />
Société Générale 3.4<br />
Siam Commercial Bank 3.0<br />
Comerica 2.9<br />
Banco Santander Central 2.8<br />
Bank One 2.6<br />
FleetBoston Financial 2.5<br />
Nordea Bank 1.9<br />
Banco Bilbao Vizcaya<br />
Argentaria 1.8<br />
Kookmin Bank 1.7<br />
Kasikornbank 1.6<br />
Commerzbank 1.6<br />
Other Holdings (7) 6.3<br />
Banks<br />
Net interest margins continue to be pressurised by increased<br />
competition, regulatory change and low interest rates, although<br />
recent monetary tightening has provided some relief. In this<br />
environment, banks must optimise their non-interest income, cost<br />
control, credit quality and capital allocation. In both the UK and US,<br />
there are growing concerns about the consumer and mortgage lending<br />
markets. Accordingly, lower quality investment banks exposed to a<br />
better capital market environment have generally been outperforming<br />
retail banks of late.<br />
We added to Barclays, Lloyds TSB, Royal Bank of Scotland and<br />
Bradford & Bingley and reduced HBOS. In the US, consolidation was<br />
to the forefront with the Bank of America-FleetBoston Financial and<br />
JP Morgan Chase-Bank One mega-mergers. We added to Comerica, a<br />
US bank exposed to late-cycle commercial lending. Japanese banks<br />
bounced back strongly as the reform process and local economy<br />
gathered steam, causing our cautious position to hurt performance.<br />
In Asia, we added to the Thai banks Kasikornbank and Siam<br />
Commercial Bank. In Europe, we sold Hypo Real Estate Group after its<br />
strong performance and reduced UniCredito Italiano.<br />
Total 206.7<br />
£m Insurance<br />
Aviva 15.8<br />
Marsh & McLennan 10.9<br />
CNP Assurances 7.1<br />
Prudential 6.3<br />
Legal & General 6.1<br />
American International Group 4.8<br />
Protective Life 2.7<br />
Old Republic International 2.1<br />
Sampo 2.1<br />
Allianz 2.1<br />
Axa 1.9<br />
Partnerre 1.7<br />
Other Holdings (3) 2.1<br />
Total 65.7<br />
In life and pensions markets, investor confidence is starting to<br />
recover but the regulatory climate remains difficult. However the<br />
sector remains highly geared to rising equity markets, and dividend<br />
cuts now seem less likely. The long term demographic arguments<br />
remain supportive. During the year, we added to Aviva but sold the<br />
European life assurers, Aegon and Banca Fideuram.<br />
In the property and casualty area, premium rate increases are still a<br />
feature, more so in liability than in property lines where conditions<br />
are less buoyant. The adequacy of some claims reserves, such as those<br />
for asbestos and environmental pollution in the US, remain in<br />
question. During the year, we reduced AIG, reinvesting the proceeds<br />
into Old Republic, a mid-sized US insurer with a modest valuation. In<br />
Europe, we added to Allianz on its rights issue.
23<br />
Real Estate<br />
£m<br />
The UK property sector performed strongly, largely due to the<br />
proposed introduction of tax-efficient Real Estate Investment <strong>Trust</strong>s<br />
(REITs). Such vehicles may sharply reduce the discount to net asset<br />
value at which most property companies trade, including our largest<br />
holding, Slough Estates. Strong investment demand was fuelled by<br />
investors taking advantage of low interest rates, whilst on the<br />
occupier side, rental demand for retail space was buoyant, and both<br />
the industrial and West End office markets recovered. However, excess<br />
supply is still depressing the City office market. In the US, a stronger<br />
office rental market benefited our holding in Cousins Properties. In<br />
Greater China, we bought Henderson Land and added to Sun Hung Kai<br />
Properties, Cheung Kong and China Overseas Land & Investment, as<br />
Hong Kong’s economy and property market recovered and China’s<br />
surged ahead. The sale of the Hong Kong conglomerate, Hutchison<br />
Whampoa, partly funded those purchases. In Singapore, we initiated a<br />
holding in Keppel Land.<br />
Slough Estates 13.8<br />
Cheung Kong 4.8<br />
Sun Hung Kai Properties 3.1<br />
Cousins Properties 2.8<br />
Henderson Land Development 2.4<br />
Keppel Land 1.5<br />
China Overseas Land 1.5<br />
Other Holdings (1) 1.1<br />
Total 31.0<br />
Speciality and Other Finance<br />
£m<br />
Against a backdrop of improving economic and stock market prospects<br />
for many Asian countries, we added to our holdings in Hong Kong<br />
Exchanges & Clearing and in Singapore Exchange, the operators of the<br />
securities and derivatives exchanges in these two important financial<br />
centres. In Thailand, robust domestic demand is contributing to<br />
strong growth in motor vehicle sales, and we added to our holding in<br />
Siam Panich Leasing which specialises in motor vehicle financing.<br />
<strong>Alliance</strong> <strong>Trust</strong> (Finance)<br />
(“ATF”) 18.1<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings<br />
(“ATS”) 10.5<br />
Hong Kong Exchanges 3.7<br />
Other Holdings (4) 3.2<br />
Total 35.5<br />
Information about ATF and ATS appears elsewhere in this report.
24<br />
Portfolio Review<br />
£m<br />
Schroder Ventures<br />
International 6.7<br />
Candover Investments 6.1<br />
Standard Life European<br />
Private Equity 5.0<br />
Aberforth Smaller Companies 3.7<br />
UK Balanced Property <strong>Trust</strong> 3.6<br />
F&C Latin American 2.7<br />
Merrill Lynch World<br />
Mining <strong>Trust</strong> 2.6<br />
Eastern European <strong>Trust</strong> 2.1<br />
Dunedin Buyout Fund 1.3<br />
The Korea Fund 1.1<br />
Falcon Investment <strong>Trust</strong> 1.0<br />
Genesis Chile Fund 0.9<br />
Martin Currie Pacific <strong>Trust</strong> 0.9<br />
Electra Active Management 0.9<br />
JP Morgan Fleming Japan 0.6<br />
Taiwan Fund 0.6<br />
Albany Ventures Fund 0.3<br />
Central European Growth 0.2<br />
JP Morgan Fleming Indian 0.2<br />
Investment Companies<br />
Our investment company holdings are held mainly to gain exposure to<br />
markets or sectors which we feel are attractive and offer additional<br />
diversification, but which we consider may be less efficient for us to<br />
access directly. The holdings listed here, with the addition of the<br />
holding of the preference stock of the Second <strong>Alliance</strong> <strong>Trust</strong> which is<br />
shown in the Fixed Income section below, represent all the<br />
investment companies in our portfolio. Some holdings are managed<br />
on a sector basis, such as Merrill Lynch World Mining, with Resources,<br />
and UK Balanced Property <strong>Trust</strong>, as part of the Real Estate sector.<br />
Our major purchase was a convertible issue by Schroder Ventures,<br />
part-funded by the sale of our holding in 3i. Korea Europe was<br />
switched to the better valued Korea Fund. The UK smaller companies<br />
trust, Throgmorton, was sold and a new holding in emerging markets<br />
was Eastern European <strong>Trust</strong>. Our exposure to private equity expanded<br />
with modest draw-downs for Dunedin Buyout and Albany Partners.<br />
Total 40.5<br />
Fixed Income<br />
£m<br />
HBOS 9.25% 6.8<br />
National Westminster 9% 6.6<br />
Abbey National 10.375% 5.5<br />
Aviva 8.375% 3.8<br />
General Accident 8.875% 3.2<br />
HBOS 9.75% 2.7<br />
Standard Chartered 7.375% 2.6<br />
National Westminster 8.125% 1.6<br />
Halifax 6.125% 0.9<br />
Aviva 8.75% 0.9<br />
Second <strong>Alliance</strong> <strong>Trust</strong> 4.5% 0.3<br />
Total 34.9<br />
Preference stocks<br />
Our fixed income exposure is mainly concentrated in UK financial<br />
preference stocks. Despite the general rise in interest rates, the<br />
capital value of the portfolio increased by 4.4% over the year as<br />
corporate spreads tightened in response to improving credit quality<br />
trends, providing a total return in excess of 11%. This compares with<br />
a total return of 5.2% on the MSCI Euro Sterling Corporate Index over<br />
the same period.<br />
Whilst our core holdings remained largely unchanged, we sold the<br />
small residue of minor holdings during the year to focus on those<br />
which are more significant.<br />
We expect that 2004 will be more difficult in terms of capital return<br />
against a background of higher short term interest rates in response<br />
to the continuing economic recovery. However, the yield component<br />
remains intact.
25<br />
Investment Changes £m<br />
Valuation<br />
Valuation<br />
31 January 31 January<br />
2003 Purchases Sales Appreciation 2004<br />
Resources and Basic Industries 236 32 (13) 42 297<br />
Capital Goods 141 27 (30) 49 187<br />
Consumer Goods & Products 229 27 (30) 27 253<br />
Services 240 53 (37) 68 324<br />
Financials and Fixed Income 287 29 (10) 68 374<br />
Investment Companies 29 5 (5) 11 40<br />
1,162 173 (125) 265 1,475<br />
Classification of Investments<br />
Investments %<br />
* Convertibles represent 2.0% (2.4%)<br />
North Rest of Total Total<br />
UK Europe America Japan World 2004 2003<br />
Resources Oil, Chemicals and Resources 9.0 0.9 1.6 0.1 1.3 12.9 13.0<br />
and Basic Construction and Building Materials 2.2 0.2 0.0 0.1 0.5 3.0 2.1<br />
Industries Utilities 2.1 0.1 0.9 0.0 1.2 4.3 4.3<br />
13.3 1.2 2.5 0.2 3.0 20.2 19.4<br />
Capital General Industrial 0.1 0.0 0.6 0.4 1.1 2.2 2.3<br />
Goods Electronics and Engineering 1.1 0.6 1.5 2.2 0.0 5.4 5.0<br />
Information Technology 0.4 0.7 3.6 0.1 0.3 5.1 4.4<br />
1.6 1.3 5.7 2.7 1.4 12.7 11.7<br />
Consumer<br />
Beverages, Food,<br />
Goods Household and Tobacco 3.9 0.3 1.1 0.2 0.8 6.3 6.8<br />
& Products Healthcare 0.9 0.4 2.0 0.0 0.0 3.3 3.8<br />
Pharmaceuticals 3.3 1.9 1.9 0.3 0.1 7.5 8.4<br />
8.1 2.6 5.0 0.5 0.9 17.1 19.0<br />
Services Retail 2.7 0.1 1.9 0.2 0.2 5.1 5.6<br />
Brewers, Hotels and Leisure 1.5 0.3 0.2 0.0 0.2 2.2 1.5<br />
Media 2.9 1.1 0.3 0.0 0.4 4.7 3.7<br />
Transport 1.0 0.0 0.0 0.0 0.2 1.2 1.2<br />
Support Services 2.3 0.0 0.9 0.2 0.6 4.0 2.9<br />
Telecommunications Services 2.9 0.3 0.8 0.1 0.6 4.7 4.9<br />
13.3 1.8 4.1 0.5 2.2 21.9 19.8<br />
Financials Banks 8.8 2.1 1.6 0.0 1.5 14.0 12.9<br />
Insurance 1.9 0.9 1.5 0.1 0.0 4.4 4.4<br />
Real Estate 0.9 0.0 0.2 0.1 0.9 2.1 1.3<br />
Speciality and Other Financial 1.9 0.0 0.0 0.1 0.4 2.4 2.7<br />
13.5 3.0 3.3 0.3 2.8 22.9 21.3<br />
Investment Companies 2.2 0.0 0.0 0.1 0.4 2.7 2.4<br />
Total Equities* 52.0 9.9 20.6 4.3 10.7 97.5 93.6<br />
Fixed Income 2.4 0.0 0.0 0.0 0.0 2.4 2.8<br />
Total Investments 54.4 9.9 20.6 4.3 10.7 99.9 96.4<br />
Other Net Assets (0.3) 0.1 0.2 0.1 0.0 0.1 3.6<br />
Total Assets less Current Liabilities 2004 £1,476m 54.1 10.0 20.8 4.4 10.7 100.0<br />
2003 £1,206m 52.9 12.5 23.0 4.6 7.0 100.0<br />
The geographic classification of the investments is by the domicile of their primary listing, save for investment companies with a<br />
specific regional focus. However, the companies in which we invest are exposed to currencies and economies throughout the world.
26<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings<br />
Stockholding and<br />
Stockholders<br />
Review & Outlook<br />
Assets held by ATS<br />
for its Customers<br />
ATS Savings Plans<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings (“ATS”) is the only financial<br />
services company owned by UK investment trusts,<br />
which designs, provides and administers a range of<br />
wrapper products in-house. The profits of ATS<br />
contribute to the earnings of the Group.<br />
Stockholding and Stockholders<br />
As the Chairman reports in his statement on page 5, nearly<br />
17% of the Company’s ordinary stock is now held in the PEPs,<br />
ISAs, Investment Plans and SIPPs (self-invested personal<br />
pensions) which ATS provides and administers.<br />
On the Company’s register, which at the year end had 25,387<br />
members, the ATS nominee is but one name. It represents<br />
nearly 28,000 different customers of ATS holding stock in the<br />
Company.<br />
Review & Outlook<br />
Usually, the fiscal year end deadline for subscriptions to ISAs<br />
and pensions acts as a key driver of cash inflows to ATS, and<br />
noticeable in the run up to 5 April is an increase in lump sum<br />
subscriptions, as investors, who prefer this means of saving to<br />
regular direct debit subscription, make sure they maximise their<br />
tax advantaged savings.<br />
The first six months of the year saw a complete contrast to this<br />
norm in terms of investor activity. ATS felt a general slow down<br />
in activity, as the consequences of lack of confidence in the<br />
equity market, amongst some savers, impacted on its cash<br />
flows. By the mid year point, net inflows were 22.5% down on<br />
the equivalent period in the previous year.<br />
It was encouraging, then, to see investor confidence returning<br />
in the second half of the year. This was evidenced by a strong<br />
recovery in net cash flows, which by the year end totalled<br />
£130m, down by only 4.4% on last year.<br />
Assets held by<br />
ATS for its<br />
Customers<br />
£m<br />
<strong>Alliance</strong> <strong>Trust</strong> 221<br />
Second <strong>Alliance</strong> <strong>Trust</strong> 109<br />
Other Investment<br />
Companies 377<br />
Equities and<br />
other securities 417<br />
Cash 69<br />
Total 1,193<br />
Figures as at 31 January 2004
27<br />
During the year, ATS consolidated its position as a leading<br />
provider of wrapper products in the investment trust<br />
marketplace. The investment choice which is available in the<br />
Select plans is a major factor in this process, as ATS customers<br />
are able to choose to invest in nearly all UK listed securities,<br />
including over 400 investment companies.<br />
Some exchange traded funds were added to the available choice<br />
in the Select plans during the year and the range of open<br />
ended investment company bond funds broadened.<br />
Added choice is a key factor in attracting the increasingly<br />
important transfer business. From the customer’s point of view,<br />
the benefits of consolidation with a single provider are most<br />
apparent in the PEP marketplace. Many individuals continue to<br />
hold substantial, and even the greater part of, their portfolios<br />
within their PEP wrappers, even though ISAs have been<br />
available for all new subscriptions since April 1999. Although<br />
the PEP is a naturally declining product since it has been<br />
closed to new subscriptions, ATS continues to receive a<br />
significant number of transfers into the Select PEP and a<br />
healthy inflow of cash from this business. In 2003, some other<br />
PEP providers withdrew from the PEP marketplace and this<br />
resulted in additional business. Over the year, the total net<br />
inflow into the Select PEP was over £25m.<br />
Net inflows into the Select Investment Plan grew strongly by<br />
over 72% to nearly £30m. Transfers of complete portfolios into<br />
a Select Investment Plan, for safekeeping and easy<br />
administration, is an increasingly important part of the ATS<br />
business and, during the year, £11.8m was received in the form<br />
of in specie transfers. Another development is the growth in<br />
the saving for children market and now over 50% of all new<br />
Select Investment Plans are opened on behalf of children.<br />
ATS Ten Year Growth to 31 January 2004<br />
Customer<br />
Numbers<br />
40000<br />
35000<br />
30000<br />
25000<br />
20000<br />
15000<br />
10000<br />
5000<br />
Customer<br />
Numbers<br />
Customer<br />
Assets<br />
0<br />
0<br />
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004<br />
Pension ISA PEP Investment Plan<br />
Customer<br />
Assets £m<br />
1200<br />
1000<br />
800<br />
600<br />
400<br />
200<br />
Source: Internal<br />
presently exclude the CTF for children born before September<br />
2002. We will continue to monitor these proposals before<br />
making any decision to provide a CTF.<br />
Over the year, the number of customers holding Select Pensions<br />
grew by 12%. We view pension products as continuing to have<br />
considerable potential for the future and, in particular, see<br />
further opportunity in providing pension wrappers for third parties.<br />
The outlook for ATS in a marketplace which is changing rapidly<br />
is healthy, as more transparent savings vehicles should become<br />
the preferred choice for many individuals. This will bring<br />
challenge too in the range of products ATS provides and access<br />
to them.<br />
Saving for children has recently received more prominence with<br />
the publication of the technical details for the Child <strong>Trust</strong> Fund<br />
(CTF). Although subscription levels into the product are low,<br />
the potential market is very large, even though the proposals<br />
ATS Savings Plans as at 31 January 2004<br />
Customers<br />
† Some investors have more than one Plan.<br />
Customer Assets<br />
Numbers Change £m Change<br />
over one year<br />
over one year<br />
Investment Plan 9,852 7% 157 57%<br />
PEP 18,772 (2%) 682 26%<br />
ISA 16,881 5% 231 61%<br />
SIPP 4,341 12% 123 61%<br />
Total 36,215† 2% 1,193 39%
28<br />
Corporate Governance <strong>Report</strong><br />
Corporate Structure<br />
The Board<br />
Accountability and Audit<br />
Compliance with the<br />
Code of Best Practice<br />
Directors’ Biographical<br />
Details<br />
In this section we report to you on our structure and<br />
corporate governance principles and processes. The<br />
statement regarding compliance with the Combined<br />
Code on Corporate Governance, as required by the<br />
rules of the UK Listing Authority, is on page 34.<br />
Corporate Structure<br />
Investment <strong>Trust</strong> Status<br />
The <strong>Alliance</strong> <strong>Trust</strong> PLC is an investment company. After each<br />
accounting period it seeks approval as an investment trust<br />
under the Taxes Acts from the Inland Revenue. Since receiving<br />
the last approval, which was for the year ended 31 January<br />
2003, the Company has conducted its affairs to enable it to<br />
continue to seek approval.<br />
Structure<br />
The Company has subsidiary companies, principally <strong>Alliance</strong><br />
<strong>Trust</strong> Savings Limited (“ATS”) and <strong>Alliance</strong> <strong>Trust</strong> (Finance)<br />
Limited (“ATF”). ATS, which is authorised and regulated by the<br />
Financial Services Authority, provides savings plans in the form<br />
of PEPs, ISAs, SIPPs and Investment Plans. ATF carries out the<br />
administration, as agent, of lease finance portfolios for third<br />
parties and acts as agent for the acquisition of supplies<br />
required by the Group and The Second <strong>Alliance</strong> <strong>Trust</strong> PLC (“the<br />
Second <strong>Alliance</strong> <strong>Trust</strong>”).<br />
The Company operates in parallel with the Second <strong>Alliance</strong><br />
<strong>Trust</strong>. This arrangement goes back to just after the end of the<br />
First World War when another, smaller, Dundee company, then<br />
called the Western & Hawaiian Investment Company, came to a<br />
mutually beneficial arrangement with the Company to share<br />
office, administration and staff costs. In 1923 this, smaller,<br />
company changed its name to the Second <strong>Alliance</strong> <strong>Trust</strong>. Since<br />
then, and in order to avoid conflicts of interest, the investment<br />
objectives and portfolios of both companies have been<br />
substantially aligned and the directors of both companies are<br />
the same individuals. Should any potential conflict of interest<br />
arise, each company takes independent advice.<br />
Together, the <strong>Alliance</strong> <strong>Trust</strong> and the Second <strong>Alliance</strong> <strong>Trust</strong> own<br />
ATS and ATF, with the <strong>Alliance</strong> <strong>Trust</strong> having a 75% shareholding<br />
in both companies.
29<br />
The Board<br />
The <strong>Alliance</strong> <strong>Trust</strong> has a board of executive and non-executive<br />
directors who are collectively responsible for the Group. The<br />
board’s main duties are:<br />
• To set out the objectives of the Group. These are found on<br />
page 3.<br />
• To provide entrepreneurial leadership within a framework of<br />
prudent and effective controls which enables risk to be<br />
assessed and managed. How risk is managed is narrated on<br />
pages 33 to 34.<br />
• To set the standards and values of the Group and ensure<br />
that our obligations to our stockholders and others are<br />
understood and met.<br />
Executive Directors<br />
Alan Harden Chief Executive<br />
David Deards Finance Director<br />
Sheila Ruckley Director of Risk Management<br />
Alan Young Investment Director<br />
Gavin Suggett served as a director and Chief Executive until<br />
31 December 2003, when he retired from both offices. Alan<br />
Harden became a director and Chief Executive on 1 January<br />
2004. Gavin Suggett continues to be employed by the Company<br />
in a consultative capacity until his retirement from the<br />
Company in May 2004.<br />
The executive directors are full time salaried employees. The<br />
Chief Executive is responsible for the day-to-day running of the<br />
Group and in doing this he delegates responsibilities to the<br />
other executive directors and other managers.<br />
Non-executive Directors<br />
Bruce Johnston Chairman<br />
William Berry Senior Independent Director<br />
William Jack Chairman of the Audit Committee<br />
Lesley Knox Chairman of the Nomination Committee<br />
(from 1 February 2004)<br />
Christopher<br />
Masters Chairman of the Remuneration Committee<br />
The non-executive directors, who form a majority on the board,<br />
are not salaried employees. They receive fees in consideration<br />
for carrying out their duties.<br />
As well as those collective duties which they have as members<br />
of the board, the non-executive directors scrutinise the<br />
performance of the executive, monitor the integrity of the<br />
financial information, and satisfy themselves that financial<br />
controls and systems of risk management of the Group are<br />
robust and defensible. The non-executive directors, through the<br />
Remuneration Committee, also fix the remuneration of the<br />
executive directors and, through the Nomination Committee, are<br />
primarily responsible for succession planning.<br />
There is a division of responsibility between the Chairman,<br />
whose duty is to run the board effectively, and that of the Chief<br />
Executive, who is charged with running the business of the<br />
Group effectively. This separation of roles is documented in<br />
their respective job descriptions which are agreed by the board<br />
as a whole.<br />
The Senior Independent Director is the director to whom<br />
stockholders should turn if they have issues which they consider<br />
are not being dealt with by the Chairman or the Chief Executive.<br />
All the non-executives directors serve on committees of the<br />
board. The main committees are the Nomination Committee<br />
(page 30), the Remuneration Committee (page 30 and pages<br />
36-39) and the Audit Committee (page 33).<br />
At the conclusion of the Annual General Meeting on 30 April<br />
2004, Bruce Johnston will retire as a director. He will be<br />
succeeded in the Chairmanship of the Company by Lesley Knox.<br />
In order to maintain the majority of non-executive directors on<br />
the board, the directors propose to make another<br />
appointment shortly.
30<br />
Corporate Governance <strong>Report</strong><br />
Nomination Committee and Appointments<br />
During the year under review, there was no standing Nomination<br />
Committee, but committees of the board were formed for the<br />
recruitment of a new Chief Executive and for the nomination of<br />
a successor to Bruce Johnston as Chairman. It is the Company’s<br />
policy that the Chairman of the Company does not serve on any<br />
Nomination Committee dealing with the nomination of his<br />
successor, nor does any director proposed to succeed to<br />
such office.<br />
The committee which considered the choice of Chief Executive<br />
comprised Lesley Knox (Chairman), Bruce Johnston, Christopher<br />
Masters and Gavin Suggett. That considering the appointment<br />
of a new chairman comprised William Berry (Chairman), William<br />
Jack, Christopher Masters and Gavin Suggett.<br />
Both these committees determined the process which was<br />
followed for each nomination and each process was tailored<br />
according to the appointment under consideration. The executive<br />
directors were invited to give their views to the Nomination<br />
Committee and the decision on the appointment of any proposed<br />
director or of a chairman of the board was made by the board as<br />
a whole, taking into account the reports and recommendations<br />
made to it by the relevant Nomination Committee.<br />
A standing Nomination Committee has subsequently been<br />
constituted and this will deal with all future appointments. As<br />
at the date of reporting, the membership of this committee is<br />
as noted on page 35.<br />
Information and Professional Development<br />
All directors receive a formal induction to the affairs and<br />
business of the Group, which may include, where appropriate,<br />
meeting both with major institutional stockholders and private<br />
stockholders. Training and professional development courses are<br />
also made available as required.<br />
The Chairman ensures that all directors receive accurate, timely<br />
and clear information for board meetings and, with the<br />
company secretary, that good information inflows are<br />
maintained between the management and the board.<br />
Independence of Directors<br />
The board has carefully considered the guidance on<br />
independence of non-executive directors including the principle<br />
that independence is evidenced by an individual being<br />
independent of mind, character and judgement. Independence<br />
can be present regardless of any relationship or circumstance<br />
which may give rise to a presumption that it is absent, such as<br />
length of service on the board for a longer period than is<br />
currently recommended.<br />
The board considers that all of the non-executive directors,<br />
including William Berry who has been a director for more than<br />
nine years, are indeed independent of mind, character and<br />
judgement and satisfy the independence test.<br />
Meetings<br />
The directors meet formally on a regular basis. Ad hoc meetings<br />
may also be convened, and the committees of the board meet<br />
as required to discharge their specific duties.<br />
Decision Making<br />
Delegation to the executive is necessary for the efficient<br />
running of the Group. While the Chief Executive and his team<br />
are responsible for operational matters generally, there are some<br />
issues which are specifically reserved for decision of the board<br />
as a whole, whether or not they are operational. This may be<br />
because of their strategic importance (such as borrowings or<br />
commencing a new business), their significance (such as<br />
changes in the Group’s management structure), or their<br />
reputational sensitivity (such as litigation).<br />
Audit Committee<br />
Please refer to page 33.<br />
Remuneration Committee<br />
The Remuneration Committee fixes, on behalf of the Board, the<br />
remuneration of the executive directors and makes<br />
recommendations to the board on the framework of executive<br />
remuneration in the Group. The Committee members are<br />
Christopher Masters (Chairman since October 2003), William Berry<br />
(Chairman until October 2003), William Jack and Lesley Knox.<br />
For more detail on the remuneration of directors and the role of<br />
the Remuneration Committee, please refer to the Directors’<br />
Remuneration <strong>Report</strong> on pages 36 to 39.<br />
Executive Committee<br />
An executive committee, appointed by the Chief Executive,<br />
considers and assists in day-to-day matters concerning the<br />
running of the Group. The committee comprises all the<br />
executive directors and<br />
Neil Anderson ATS Head of Operations<br />
Colin Beveridge Chief Investment Manager<br />
Kevin Dann ATS Managing Director<br />
Ian Goddard Company Secretary
31<br />
Material Interests<br />
During the year, no director had any material interest in any<br />
contract, being a contract of significance, with the Company or<br />
any subsidiary company or was connected to any adviser or<br />
supplier who had such an interest.<br />
Re-election of Directors<br />
All appointments to the board are subject to approval by the<br />
stockholders at the Annual General Meeting (“AGM”) next<br />
following the appointment. Additional to the requirements of<br />
the Articles of Association, the board has resolved that all<br />
directors subject themselves to re-election by the stockholders<br />
at least every three years.<br />
At the AGM on 30 April 2004, a resolution incorporating this<br />
principle into the Articles of Association will be put to the<br />
stockholders for approval. At the meeting, Alan Harden will<br />
stand for election, this being the first Annual General Meeting<br />
since his appointment. Sheila Ruckley, William Berry and<br />
William Jack will retire by rotation and stand for re-election.<br />
Alan Harden and Sheila Ruckley have contracts of service with<br />
the Company which are terminable by the Company on one<br />
year’s notice. William Berry and William Jack do not have<br />
service contracts.<br />
Biographical details of the directors are on page 35.<br />
Stockholders are referred to the Notice of the AGM, which is a<br />
separate document from this report and which gives more<br />
information about the directors to be re-elected. The notice<br />
also includes a proposal for the Company to be given power to<br />
take out liability insurance for directors and officers, which is<br />
not presently held.<br />
Directors’ Stockholdings<br />
All directors must hold at least 200 ordinary stock units. Details<br />
of their holdings are shown in the table below.<br />
No director has any interest in the Company’s preference stocks<br />
or debenture stock. No director, nor any member of any director’s<br />
immediate family, has been granted options to subscribe for<br />
stock or debentures in the Company, or in any Group company.<br />
Directors interests<br />
(ordinary stock units of 25p)<br />
As at 1 February 2003<br />
*or date of appointment<br />
As at 31 January 2004<br />
Acquired between<br />
31 January 2004 and<br />
11 March 2004<br />
Non- Non- Non-<br />
Beneficial Beneficial Beneficial Beneficial Beneficial Beneficial<br />
Bruce Johnston 2,134 15,186 2,192 15,186 - -<br />
Alan Harden 76* - 372 - 153 -<br />
William Berry 2,212 500 2,913 500 - -<br />
David Deards 1,039 - 1,200 - 10 -<br />
William Jack 1,000 - 1,000 - - -<br />
Lesley Knox 511 - 770 - 32 -<br />
Christopher Masters 494 - 503 - - -<br />
Sheila Ruckley 1,587 - 1,840 - 10 -<br />
Alan Young 2,630 - 2,817 - 10 -<br />
Acquisition of stock between 31 January 2004 and 11 March 2004 has been pursuant to standing instructions<br />
through plans provided by ATS, and the All-Employee Share Incentive Plan.
32<br />
Corporate Governance <strong>Report</strong><br />
Relationships with Stockholders<br />
It is the board’s collective responsibility to ensure that a<br />
meaningful dialogue is maintained with stockholders.<br />
As well as meetings with institutional stockholders, which are<br />
largely conducted by the Chairman, Chief Executive and the<br />
Finance Director, the executive directors meet with private<br />
stockholders at investor seminars which are held throughout<br />
the UK. It is customary for the Chairman, or one or more of the<br />
other non-executive directors, also to attend these seminars.<br />
The Investor Relations programme also includes meetings with<br />
stockbrokers and investment analysts.<br />
The AGM is a forum for all those who hold stock in the Company<br />
and we encourage attendance and participation by all stockholders,<br />
including those who hold their stock through nominees.<br />
All beneficial owners of stock through ATS are given the<br />
opportunity, using a letter of direction, and at no charge, to<br />
instruct a proxy vote to be cast for them. Whilst company law<br />
does not provide for such beneficial owners to vote on a show<br />
of hands, those attending the AGM are given a “courtesy show<br />
of hands vote” at the meeting, in order that the directors can<br />
be made aware of how they would vote on a show of hands, if<br />
so allowed by company law.<br />
We are required to report to you which stockholders have told<br />
us that they own more than 3% of our ordinary stock. Where<br />
the stock is in a nominee for beneficial owners who retain<br />
voting rights, the holding must be notified to the Company<br />
when it reaches 10% of the ordinary stock.<br />
Below we give a table which shows who has notified us of a 3%<br />
or more holding. It also states the percentage of stock held by<br />
the nominee for the ATS customers who retain voting rights.<br />
Ordinary stock units<br />
notified as at 11 March 2004<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings Limited 8,514,626 (16.89%)<br />
DC Thomson & Co Ltd 3,241,503 (6.43%)<br />
The Standard Life<br />
Assurance Company 1,739,553 (3.45%)<br />
Legal & General Investment<br />
Management Company 1,518,366 (3.01%)<br />
Political and Charitable Donations<br />
Corporate Social Responsibility<br />
In carrying out our activities and in our relationships with our<br />
employees, suppliers and community, we aim to conduct<br />
ourselves responsibly, ethically and fairly and in a manner<br />
which we ourselves would like to be treated.<br />
Payment of Creditors<br />
We always try to achieve favourable terms when buying<br />
supplies. Contracts and payment terms are carefully scrutinised<br />
and we pay in accordance with the contract which is agreed,<br />
which may be the suppliers’ own terms. Investment purchases<br />
are settled in accordance with the terms of the exchanges on<br />
which the investments are listed. The Group has not adopted<br />
any code or standard on payment practice.<br />
The Group anticipates no change in its purchasing practices in<br />
the current financial year.<br />
At 31 January 2004 the Company had no trade creditors. ATS,<br />
its principal operating subsidiary, had trade creditors equivalent<br />
to 20 (13) days of average purchases.<br />
Green Disclosures<br />
In carrying out our activities over the last year, our UK<br />
greenhouse gas emissions by reason of the Group’s activities<br />
(office heat and power requirements and employee travel),<br />
calculated in accordance with reporting guidelines issued by the<br />
Department of Environment, Transport and the Regions, amounted<br />
to 123 (120) tonnes of carbon dioxide. This is the equivalent of<br />
operating 10.9 (10.7) three bar electric fires for a year.<br />
We are often asked whether the investment managers take<br />
environmental factors into consideration when making<br />
investments. Information is given on page 9.<br />
Voting<br />
It is the Company's policy to exercise, wherever practical, its<br />
vote at meetings of companies in which it owns shares. Any<br />
proposal to vote against the recommendations of the board of<br />
the company in which the shares are held requires the approval<br />
of an executive director. Decisions to vote against such<br />
recommendations are reported to the board. More information is<br />
given on page 9, together with information on social<br />
responsibility in the context of investment decisions.<br />
We do not make political or charitable donations. We are<br />
members of ProShare, which has charitable status, because it<br />
promotes the rights of private stockholders and we use its<br />
connections and expertise. We paid £6,494 to ProShare this<br />
year, and the same last year.
33<br />
Accountability and Audit<br />
Directors’ Responsibility for the Accounts<br />
The directors are required by law to prepare financial<br />
statements which give a true and fair view of the state of<br />
affairs of the Company and the Group at the end of the<br />
financial year and of the revenue and cash flows for the year.<br />
In addition, the directors are responsible for ensuring that<br />
adequate accounting records are maintained, for safeguarding<br />
the assets of the Group and for taking reasonable steps for the<br />
prevention and detection of fraud or other irregularities.<br />
The Company and the Group have, in the opinion of the<br />
directors, adequate resources to continue operation as a going<br />
concern for the foreseeable future, and the financial statements<br />
of the Company and the Group for the year ended 31 January<br />
2004 have been prepared on that basis.<br />
The directors confirm that suitable accounting policies,<br />
consistently applied and supported by reasonable and prudent<br />
judgements and estimates, have been used in their preparation<br />
and that applicable accounting standards have been followed.<br />
Audit Committee<br />
The Audit Committee's duties include reviewing and reporting to<br />
the board on:<br />
• The annual and interim financial statements and the<br />
accounts, together with the form of proposed<br />
announcements and reports relating to the Company's<br />
financial performance.<br />
• Compliance with banking and financial services legislation.<br />
• The integrity and effectiveness of accounting and financial<br />
controls and the system of internal control, including the<br />
process for assessing and managing risk.<br />
The Committee has a specific function to review the scope and<br />
effectiveness of the audits which are carried out by the external<br />
and internal auditors. It reviews the independence and<br />
objectivity of the external auditors, supervises the function of<br />
the internal audit and facilitates the work of both the external<br />
and internal auditors. During the year, the Committee put the<br />
external audit out to tender. The result of the tender process<br />
was that the stockholders should be asked to reappoint KPMG<br />
Audit Plc as auditor.<br />
The Audit Committee is also the forum where any member of<br />
staff may, in confidence, raise matters of concern about<br />
possible improprieties in matters such as financial reporting,<br />
and it has the power to investigate any matters raised.<br />
The committee members are William Jack (Chairman), William<br />
Berry, Lesley Knox and Christopher Masters.<br />
Risk Management and Internal Control<br />
It is the responsibility of the board to understand the nature<br />
and extent of the risks facing the Group. In so doing, the board<br />
is mindful that risk must be considered in the context of the<br />
objective and activities of the Group. Risk is inherent in the<br />
opportunities which present themselves, and are sought out, in<br />
the attainment of what we seek to provide for stockholders.<br />
In considering risk and in the formulation of its risk policies,<br />
the board looks at the level of risk which it considers<br />
acceptable to bear in each risk category it identifies as being<br />
relevant to the activities of the Group. In assessing the level of<br />
risk, the board looks at the probability of the risks concerned<br />
materialising and their potential impact. A process is put in<br />
place to evaluate and manage risks within a framework which<br />
takes into account the costs of operating particular controls<br />
relative to the benefit obtained. This process is a continuum.<br />
Thus the balance between risk and return is managed in a<br />
prudent manner, which does not conflict with the objectives of<br />
the Group or compromise compliance with statute and regulatory<br />
provision or adherence to good business management.<br />
In January 2004, the board charged one of the executive<br />
directors, Sheila Ruckley, with responsibility for risk<br />
management in the organisation.<br />
Central to the risk management framework is nurturing a culture<br />
which promotes honesty and integrity and favours compliance<br />
as a positive aid to business. Embedding an understanding of<br />
risk means that staff take responsibility for the management of<br />
risk in the areas for which they are responsible. This is done in<br />
the context of the board’s risk policies and an agreed policy for<br />
the risk management processes in each area.<br />
A sound system of internal control fits into the framework of<br />
risk management. The board confirms that procedures which<br />
accord with the guidance published in 1999 (the Turnbull<br />
guidance) for compliance with principle D of the Combined Code<br />
(internal control) have been in place for the year under review<br />
and continue to be in place.
34<br />
Corporate Governance <strong>Report</strong><br />
These procedures include a review by the board, on at least an<br />
annual basis, of the scope and effectiveness of the system for<br />
internal control. This includes a review of financial, operational<br />
and compliance controls as well as of significant business risks<br />
and any changes in the nature and extent of those risks since<br />
the last review.<br />
No system of internal control can give an absolute assurance<br />
misstatement or loss. It should prevent or detect areas of<br />
shortcoming and minimise the risk of loss through<br />
incompetence, neglect of duty, mistake or fraud.<br />
The main control mechanisms in place include:-<br />
• Separation of the roles of Chairman and Chief Executive on<br />
the board.<br />
• Strong non-executive directors and a robust Audit Committee.<br />
• Clear departmental structures, backed up by interdepartmental<br />
support functions.<br />
• Clear authorisation limits.<br />
• Segregation of duties such that no one person can control<br />
or influence all aspects of one function, or carry out and<br />
settle any transaction.<br />
• A rolling internal audit and compliance monitoring programme<br />
with reports on matters reviewed given directly to the Chief<br />
Executive, Chairman and Chairman of the Audit Committee.<br />
Investment Risk and Financial Instruments<br />
Risk is inherent in all forms of investment which aim to give a<br />
financial return. We seek to manage this risk primarily through<br />
a judicious choice of investments diversified across different<br />
business sectors and economies. Notwithstanding<br />
diversification, in the short-term the aggregate valuation of<br />
these investments is subject to considerable fluctuation in<br />
response to changes in, for example, inflation, interest rates,<br />
currencies and market sentiment. Cumulative effects of dividend<br />
income and its reinvestment, along with long term growth can<br />
compensate for short term fluctuations in capital value.<br />
Compliance with the Code<br />
of Best Practice<br />
Pages 28-35 of this report, together with the directors<br />
remuneration report on pages 36-39, disclose the application by<br />
the Company of the Combined Code on Corporate Governance,<br />
as required by the UK Listing Authority.<br />
The Combined Code which applies to the Company for the<br />
reporting year to 31 January 2004 is now defined by the UK<br />
Listing Authority as the “Hampel Code”.<br />
The board reports that it has complied with the Hampel Code<br />
except in two matters:<br />
In the year to 31 January 2004, performance related pay did<br />
not form a substantial part of the executive directors’<br />
remuneration. This is explained in the Directors’ Remuneration<br />
<strong>Report</strong> on page 37.<br />
During the year there was no standing Nomination Committee.<br />
As explained on page 30, two appointments were considered for<br />
which separate Nomination Committees were appointed. The<br />
membership of each committee was tailored to the post in<br />
question so that the most relevant board experience was<br />
brought to bear.<br />
In July 2003, revisions to the Hampel Code were announced by<br />
the UK Listing Authority. The revised Code, defined as the<br />
”2003 FRC Code” applies for reporting periods which commence<br />
on or after 1 November 2003. Accordingly the board will report<br />
on its compliance with the 2003 FRC Code in its report for the<br />
year ended 31 January 2005.<br />
By order of the Board<br />
Ian Goddard, Secretary<br />
Dundee, 22 March 2004<br />
The Company does not seek to enhance returns by engaging in<br />
trading activity itself, although it invests in companies that<br />
trade. The Company may borrow and may make use of financial<br />
instruments and derivatives in order to enhance returns or to<br />
mitigate risks. Borrowing, financial instruments and derivatives<br />
carry their own risks, which must be managed effectively.<br />
During the last financial year, we did not borrow or use any<br />
financial instruments or derivatives.
Directors<br />
35<br />
Bruce W M Johnston (Chairman) CA (65) Joined the board 1991; appointed Chairman 1996 Pictured centre<br />
Bruce Johnston was a partner in the chartered accountancy firm, Arthur Young (now Ernst & Young), between 1970 and 1986, where he<br />
concentrated on audit and advisory work for companies and private clients. He then moved to the commercial sector and was, until 1996,<br />
Executive Chairman of City Centre Restaurants plc, where he combined general management with responsibility for finance and investor relations.<br />
Other directorships include Mid Wynd International Investment <strong>Trust</strong> PLC.<br />
Non-Executive Directors From left to right<br />
William Berry MA LLB WS (64)<br />
Joined the board 1994; Senior Independent Director ■●<br />
William Berry is a solicitor and the former chairman of Murray Beith<br />
Murray, an Edinburgh Law firm which has an important investment<br />
presence, managing and administering funds for many private clients. He<br />
is Senior Governor of St Andrews University and was formerly chairman of<br />
Scottish Life Assurance Company.<br />
Other directorships include Fleming Continental European Investment <strong>Trust</strong><br />
PLC and The Scottish American Investment Company PLC.<br />
William H Jack (59)<br />
Joined the board 2000; Chairman of the Audit Committee ■● ▲<br />
William Jack joined the General Accident Fire & Life Assurance Company in<br />
1973, and was the managing director of GA Life (subsequently CGU Life),<br />
with the responsibility for the UK Life and unit trust business, from 1991<br />
to 2000.<br />
Other directorships include Skipton Group Holdings.<br />
Lesley M S Knox (50)<br />
Joined the board 2001; Chairman of the Nomination Committee ■ ● ▲<br />
Lesley Knox qualified as a lawyer and worked in the UK and USA advising<br />
companies on a range of commercial matters. Subsequently she worked as<br />
a corporate finance adviser first with Kleinwort Benson where in 1996 she<br />
became a group director and then as a founder director of British Linen<br />
Advisers. She was also Head of Institutional Asset Management at<br />
Kleinwort Benson Investment Management which provided investment<br />
services to clients world wide.<br />
Other directorships include Hays PLC, HMV Group PLC and MFI Furniture<br />
Group PLC.<br />
Christopher Masters CBE FRSE (56)<br />
Joined the board 2002; Chairman of the Remuneration Committee ■● ▲<br />
Christopher Masters took his doctorate in Chemistry at Leeds University and<br />
worked for Shell Research BV in the Netherlands and then Shell Chemicals<br />
in the UK. He joined Christian Salvesen as business development manager<br />
before becoming director of planning for their US operation and then Chief<br />
Executive from 1989 to 1997. He was then appointed Executive Chairman<br />
of Aggreko PLC, a post he held until January 2002. He chairs the Scottish<br />
Higher Education Funding Council and the Festival City Theatres’ <strong>Trust</strong>.<br />
Other directorships include British Assets <strong>Trust</strong> PLC and John Wood<br />
Group PLC.<br />
Executive Directors From left to right<br />
Alan J Harden (46) ▲<br />
Joined the Company 2003; Chief Executive 2004<br />
Alan Harden started his career in the investment industry in 1978 with Abbey<br />
Life and JBI in the UK, Europe and Cyprus; before joining Wardley (part of<br />
HSBC) in 1984, running the asset management department in Cyprus, before<br />
moving to Dubai UAE, and then to Hong Kong as senior investment manager.<br />
In 1990 he joined Standard Chartered Bank as Managing Director of Scimitar<br />
Asset Management based in Singapore, responsible for activities and assets in<br />
South East Asia. In 1994 he became Global Head of Investment Services,<br />
leading Standard Chartered to become the largest fund distributor in Asia. In<br />
2000 he moved to Citigroup, and from his base in Japan, was head of the<br />
asset management business in the Asia Pacific region and a member of the<br />
Global Executive Committee. He joined the <strong>Alliance</strong> <strong>Trust</strong> in November 2003<br />
and was appointed to the Board on 1 January 2004, the date on which he<br />
took up the responsibilities of Chief Executive.<br />
Alan M W Young MA LLB (57)<br />
Joined the Company 1986; appointed to the board 1992<br />
Alan Young read law at Edinburgh and worked in London at Buckmaster &<br />
Moore, stockbrokers, before joining the investment department at Gartmore<br />
as an analyst and fund manager. He became a director of Gartmore’s pension<br />
and investment trust management arm in 1983. On joining the <strong>Alliance</strong><br />
<strong>Trust</strong> he managed the UK and European portfolios before becoming the<br />
director responsible for investment policy.<br />
Sheila M Ruckley MA LLB DLP (54)<br />
Joined the Company 1988; appointed to the board 2000<br />
Sheila Ruckley studied history and philosophy in the UK and USA before<br />
qualifying as a solicitor. After joining the <strong>Alliance</strong> <strong>Trust</strong>s she became<br />
secretary of the Company and compliance officer of the savings business,<br />
before becoming responsible for the introduction of the Select Pension.<br />
Initially appointed a director to develop the investor relations function<br />
within the organisation, she was, in January 2004, appointed Director of<br />
Risk Management, retaining responsibility for investor relations.<br />
David A Deards BA ACA (44)<br />
Joined the Company and the board 2003<br />
David Deards read zoology at Oxford and qualified as a chartered accountant<br />
with Arthur Young (now Ernst & Young) before joining Ansbacher & Co where<br />
he gained considerable experience in corporate finance and banking and<br />
investment product development, and became a director of Ansbacher & Co<br />
in 1995. He joined the <strong>Alliance</strong> <strong>Trust</strong> as Finance Director in 2003.<br />
■ Member of the Remuneration Committee ● Member of the Audit Committee ▲ Member of the standing Nomination Committee<br />
All are also Directors of <strong>Alliance</strong> <strong>Trust</strong> Savings Limited and The Second <strong>Alliance</strong> <strong>Trust</strong> PLC
36<br />
Directors’ Remuneration <strong>Report</strong><br />
Remuneration Framework<br />
Non-Executive Directors<br />
Executive Directors<br />
Performance Related<br />
Remuneration<br />
Remuneration and<br />
Pension Entitlement<br />
Company Performance<br />
Graph<br />
Audit Statement<br />
In this section, we report to you on the remuneration<br />
of the directors in the year to 31 January 2004. At<br />
the AGM, the stockholders will be asked to approve<br />
this report. The vote is advisory and will not affect<br />
the remuneration which has been paid.<br />
Remuneration Framework<br />
For all directors, the Company's policy is that remuneration<br />
should be set at a level to attract and retain individuals of high<br />
calibre, and that it should reflect their respective<br />
responsibilities. All directors are appointed on the basis that<br />
they are competent to do the job, motivated by the alignment<br />
of their own interest with that of the stockholders, and have<br />
the potential to deliver the objectives of the Group.<br />
To understand the framework for paying directors, we must look<br />
at the non-executive and executive directors separately. This is<br />
because they have different roles on the board, as explained on<br />
page 29.<br />
Non-executive Directors<br />
Non-executive directors are not salaried employees. They do not<br />
have employment contracts but written terms of appointment,<br />
and they receive fees. It is the Company’s policy that this<br />
remuneration structure should continue for the following<br />
financial year.<br />
The maximum aggregate amount of fees which can be paid to<br />
the non-executives each year has to be approved by the<br />
stockholders at a general meeting, such as an AGM, in accordance<br />
with the Articles of Association. It is currently £120,000.<br />
Within this aggregate, the board as a whole determines what<br />
the Chairman and each of the other non-executives should<br />
receive. No individual plays a part in the decision on his or her<br />
own remuneration. Independent consultants advise on issues of<br />
comparability, taking into account the location of the Group<br />
and the nature of the duties to be performed.<br />
The fees paid to the individual non-executive directors are set<br />
out in the table on the next page.
37<br />
Fees Paid to<br />
Non-executive Directors † £<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Bruce Johnston (Chairman) 36,000 30,000 36,000 22,500<br />
William Berry 18,000 15,250 18,000 11,500<br />
William Jack 18,000 15,250 18,000 11,500<br />
Lesley Knox* 18,000 15,250 18,000 11,500<br />
Christopher Masters (appointed November 2002) 18,000 3,219 18,000 2,428<br />
W Nelson Roberston (retired April 2002) - 3,643 - 2,747<br />
108,000 82,612 108,000 62,175<br />
† Non-executive directors also receive fees from the Second <strong>Alliance</strong> <strong>Trust</strong> for services as directors of<br />
that company.<br />
* Until December 2002 fees in respect of Lesley Knox’s services were paid to British Linen Advisers.<br />
From January 2003 the fees were paid to her personally. British Linen Advisers did not provide<br />
services to any company in the Group.<br />
Executive Directors<br />
Executive directors are salaried employees. They do not receive<br />
any fees as directors. The level of their salaries is not laid down<br />
in the Articles of Association, but is determined by the<br />
Remuneration Committee of the board, which is composed<br />
entirely of the independent non-executive directors and is<br />
chaired by Christopher Masters. No director is involved in<br />
deciding his or her own remuneration.<br />
The Remuneration Committee takes advice from independent<br />
consultants on the comparability of executive directors’ salaries.<br />
Such advice may include advice on pension and remuneration<br />
issues generally as they affect all staff of the Group and in 2003<br />
was provided by Watson Wyatt LLP.<br />
Each of the executive directors has a contract of employment.<br />
These contracts are available for inspection at the Company’s<br />
registered office during normal business hours, as well as prior<br />
to and at the AGM.<br />
Some features of the executives’ contracts are:<br />
• They are terminable on one year’s notice by the Company<br />
and on six months’ notice by the director.<br />
• Alan Harden’s contract contains express mitigation provisions<br />
should his contract be terminated on shorter notice.<br />
• The other executive directors have acknowledged in writing<br />
that they have a duty to mitigate loss in the event of early<br />
termination and the Remuneration Committee has a<br />
responsibility to take into account this duty before deciding<br />
upon compensation.<br />
• All executive directors must retire at age 60.<br />
The remuneration packages of the executive directors are<br />
common to all employees and comprise:<br />
• Salary, which is set at a level to reflect individual<br />
responsibility and performance and is reviewed annually.<br />
• Defined benefit pension arrangements after six<br />
months service.<br />
• Death in service insurance and, after six months service,<br />
disability insurance. These are insured benefits which have<br />
no value on leaving service.<br />
• Private health care which extends to any spouse and any<br />
unmarried children under 25.<br />
• After six months’ service, ordinary stock units in the Company<br />
awarded in terms of the All-Employee Share Incentive Plan.<br />
The maximum allocation is stock to the value of £3,000 in<br />
any one year. Performance targets are set annually.<br />
Performance Related Remuneration<br />
The Company does not currently comply with that part of the<br />
Combined Code on Corporate Governance which states that a<br />
significant proportion of the remuneration package for executive<br />
directors should link rewards to corporate and individual<br />
performance. Although the board considers that the<br />
remuneration packages, disclosed above and in the tables on<br />
the next page, have provided sufficient incentive to the<br />
relevant directors to perform at the highest level, it has<br />
requested that the Remuneration Committee undertakes a<br />
review of directors' remuneration and benefits, including the<br />
present policy on performance related remuneration.
38<br />
Directors’ Remuneration <strong>Report</strong><br />
Remuneration and Pension Entitlement<br />
Remuneration Received<br />
by Executive Directors † £<br />
(Group and Company)<br />
Date of Contract<br />
Salary<br />
2004<br />
Taxable<br />
Benefits<br />
2004<br />
Share<br />
Incentive<br />
Plan<br />
Total<br />
2004<br />
Total<br />
2003<br />
Alan Harden (appointed 1 January 2004) 15 October 2003 14,688 47 - 14,735 -<br />
David Deards (appointed 1 January 2003) 22 November 2002 97,500 551 512 98,563 8,169<br />
Sheila Ruckley 31 January 2001 85,875 655 1,024 87,554 85,307<br />
Gavin Suggett* (retired 31 December 2003) 6 November 1987 140,187 751 938 141,876 150,307<br />
Alan Young 6 November 1987 123,500 819 1,024 125,343 123,432<br />
461,750 2,823 3,498 468,071 367,215<br />
† Executive directors are also remunerated by the<br />
Second <strong>Alliance</strong> <strong>Trust</strong>.<br />
* Highest paid director during the year.<br />
Executive Directors’ Pensions £<br />
Accumulated Total Accrued<br />
Inflation Adjusted<br />
Pension per Annum Transfer Values Increase in Year<br />
31 January<br />
2003<br />
31 January<br />
2004<br />
31 January<br />
2003<br />
Changes<br />
31 January<br />
2004<br />
Accrued<br />
Pension<br />
Transfer<br />
Value<br />
Alan Harden (appointed 1 January 2004) - - - - - - -<br />
David Deards (appointed 1 January 2003) - 1,340 - 10,291 10,291 - -<br />
Sheila Ruckley 20,123 22,065 219,751 72,616 292,367 1,600 21,200<br />
Gavin Suggett (retired 31 December 2003) 95,168 101,177 1,623,614 304,348 1,927,962 4,392 83,691<br />
Alan Young 49,420 53,167 694,327 157,207 851,534 2,906 46,543<br />
The transfer values of the accrued pensions and the transfer<br />
values of the inflation adjusted increases in the accrued<br />
pensions in the period have been calculated by the actuary of<br />
the scheme in accordance with actuarial guidance note GN11.<br />
The changes in the transfer values between 31 January 2003<br />
and 31 January 2004 are significantly influenced by the<br />
assumptions underlying their calculation and market conditions.<br />
The disclosure of the increases in the inflation adjusted accrued<br />
pensions and the transfer values of those increases is a<br />
requirement of the UK Listing Authority. The other disclosures<br />
are required by the Companies Act 1985.<br />
Gavin Suggett was credited with 4 years’ pensionable service in<br />
November 1973. 5 years were added in February 1983 when the<br />
pensionable service of scheme members was adjusted to equalise<br />
male and female retirement ages at 60. Both enhancements<br />
accrue evenly over the period to his 60th birthday.<br />
Alan Young was credited with 5 years’ pensionable service in<br />
August 1988. It is funded as to 2 years 1 month by a transfer<br />
in from a scheme connected with previous employment and 2<br />
years 11 months by a discretionary increase. His service is also<br />
being enhanced by six months in respect of each actual year of<br />
service over a period of 10 years ending on his 60th birthday.<br />
His pensionable salary, like that of Sheila Ruckley, is not<br />
subject to the earnings cap as they both joined the pension<br />
scheme before June 1989. This also applies to Gavin Suggett.<br />
Alan Harden, appointed on 1 January 2004, becomes eligible to<br />
join the pension scheme on 1 May 2004. His pension benefits<br />
will be funded on the basis of a 1/30th accrual rate, which is<br />
twice that of the normal accrual rate for scheme members.
39<br />
Company Performance Graph<br />
We are required to show a graph of the performance of the<br />
Company compared to a broad equity market index. The graph<br />
below compares the total return on the Company’s ordinary<br />
stock to the FTSE All-Share Index.<br />
The Company does not seek to track the FTSE All-Share Index. It<br />
is not used as a benchmark, nor is the directors’ performance<br />
measured against it. It has been chosen to comply with the<br />
requirement because it is a measure which we consider to be<br />
well known to our stockholders. In looking at the stock price<br />
total return it has to be borne in mind that the Company’s<br />
assets will not necessarily perform in line with the Index.<br />
Audit statement<br />
The tables on page 37 and 38, together with the footnotes<br />
relating to them, have been audited by the Company’s auditor<br />
whose report is on page 40.<br />
By order of the Board<br />
Ian Goddard, Secretary<br />
Dundee, 22 March 2004<br />
The FTSE All-Share Index is a UK equity index, whereas a<br />
substantial part of the Company's assets are invested overseas<br />
and may not be fully invested in equities. In addition, the<br />
return on the Company's ordinary stock is partly determined by<br />
supply and demand for the stock on the stock market. This<br />
return may not equate to the return achieved by the Company<br />
on its assets.<br />
Company Performance Graph<br />
31 January 1999 to 31 January 2004<br />
120<br />
110<br />
100<br />
Total Return on<br />
ordinary stock<br />
90<br />
80<br />
70<br />
Total Return on the<br />
FTSE All-Share Index<br />
60<br />
31 Jan<br />
1999<br />
31 Jan<br />
2000<br />
31 Jan<br />
2001<br />
31 Jan<br />
2002<br />
31 Jan<br />
2003<br />
31 Jan<br />
2004<br />
Source: Thomson Financial Datastream<br />
The total return on ordinary stock is the theoretical growth in value<br />
over five years, assuming that gross dividends are fully reinvested, and<br />
ignoring re-investment charges. The total return on the index is the<br />
theoretical aggregate in value of the index constituents.
40<br />
<strong>Report</strong> of the Auditor<br />
Independent Auditor’s <strong>Report</strong> to the<br />
Members of The <strong>Alliance</strong> <strong>Trust</strong> PLC<br />
We have audited the financial statements on pages 41 to 51.<br />
We have also audited the information in the directors’<br />
remuneration report that is described as having been audited.<br />
This report is made solely to the Company’s members, as a<br />
body, in accordance with section 235 of the Companies Act<br />
1985. Our audit work has been undertaken so that we might<br />
state to the Company’s members those matters we are required<br />
to state to them in an auditor’s report and for no other<br />
purpose. To the fullest extent permitted by law, we do not<br />
accept or assume responsibility to anyone other than the<br />
Company and the Company’s members as a body for our audit<br />
work, for this report, or for the opinions we have formed.<br />
Respective Responsibilities of Directors<br />
and Auditors<br />
The directors are responsible for preparing the Annual <strong>Report</strong><br />
and the Directors’ Remuneration <strong>Report</strong>. As described on page<br />
33, this includes responsibility for preparing the financial<br />
statements in accordance with applicable United Kingdom law<br />
and accounting standards. Our responsibilities, as independent<br />
auditors, are established in the United Kingdom by statute, the<br />
Auditing Practices Board, the Listing Rules of the Financial<br />
Services Authority, and by our profession’s ethical guidance.<br />
We report to you our opinion as to whether the financial<br />
statements give a true and fair view and whether the financial<br />
statements and the part of the Directors’ Remuneration <strong>Report</strong><br />
to be audited have been properly prepared in accordance with<br />
the Companies Act 1985. We also report to you if, in our<br />
opinion, the directors’ report is not consistent with the<br />
financial statements, if the Company has not kept proper<br />
accounting records, if we have not received all the information<br />
and explanations we require for our audit, or if information<br />
specified by law regarding directors’ remuneration and<br />
transactions with the Group is not disclosed.<br />
We review whether the statement on pages 28 to 35 reflects the<br />
Company’s compliance with the seven provisions of the<br />
Combined Code specified for our review by the Listing Rules,<br />
and we report if it does not. We are not required to consider<br />
whether the board’s statements on internal control cover all<br />
risks and controls, or form an opinion on the effectiveness of<br />
the Group’s Corporate Governance procedures or its risks and<br />
control procedures.<br />
We read the other information contained in the Annual <strong>Report</strong>,<br />
including the Corporate Governance statement and the<br />
unaudited part of the Directors’ Remuneration <strong>Report</strong>, and<br />
consider whether it is consistent with the audited financial<br />
statements. We consider the implications for our report if we<br />
become aware of any apparent misstatements or material<br />
inconsistencies with the financial statements.<br />
Basis of Audit Opinion<br />
We conducted our audit in accordance with Auditing Standards<br />
issued by the Auditing Practices Board. An audit includes<br />
examination, on a test basis, of evidence relevant<br />
to the amounts and disclosures in the financial statements and<br />
the part of the Directors’ Remuneration <strong>Report</strong> to be audited. It<br />
also includes an assessment of the significant estimates and<br />
judgements made by the directors in the preparation of the<br />
financial statements, and of whether the accounting policies are<br />
appropriate to the Group’s circumstances, consistently applied<br />
and adequately disclosed.<br />
We planned and performed our audit so as to obtain all<br />
the information and explanations which we considered<br />
necessary in order to provide us with sufficient evidence to give<br />
reasonable assurance that the financial statements and the part<br />
of the Directors’ Remuneration <strong>Report</strong> to be audited are free<br />
from material misstatement, whether caused by fraud or other<br />
irregularity or error. In forming our opinion we also evaluated<br />
the overall adequacy of the presentation of information in the<br />
financial statements and the part of the Directors’ Remuneration<br />
<strong>Report</strong> to be audited.<br />
Opinion<br />
In our opinion:<br />
• the financial statements give a true and fair view of the<br />
state of affairs of the Company and the Group as at 31<br />
January 2004 and of the total return of the Group for the<br />
year then ended; and<br />
• the financial statements and the part of the Directors’<br />
Remuneration <strong>Report</strong> to be audited have been properly<br />
prepared in accordance with the Companies Act 1985.<br />
KPMG Audit Plc<br />
Chartered Accountants<br />
Registered Auditor<br />
Edinburgh<br />
22 March 2004
Accounting Policies<br />
41<br />
1 Basis of Accounting<br />
The financial statements have been prepared under the<br />
historical cost convention, modified to include the revaluation<br />
of fixed assets. They assume the going concern basis of<br />
accounting and that the Company will continue to have<br />
approval as an investment trust. They have been drawn up in<br />
accordance with applicable accounting standards and with the<br />
Statement of Recommended Practice “Financial Statements of<br />
Investment <strong>Trust</strong> Companies.”<br />
The consolidated statement of total return and balance sheet<br />
include the financial statements of the Company and its<br />
subsidiary companies as at 31 January 2004, made up to the<br />
same date.<br />
2 Valuation of Fixed Assets<br />
Listed investments are valued at market prices or middle market<br />
prices as appropriate. Unlisted investments and mineral rights<br />
are valued by the board on the basis of market prices, latest<br />
dealings, stockbrokers’ valuations, petroleum consultants’<br />
valuations and accounting information as appropriate. Foreign<br />
assets and liabilities are valued using the middle rates of<br />
exchange ruling at the year end.<br />
Office premises are shown at the valuation as at 31 January<br />
2004 carried out by chartered surveyors on the basis of existing<br />
use value. No depreciation has been charged on this asset as,<br />
in the opinion of the board, any provision for depreciation<br />
would be immaterial in relation to the revenue for the year and<br />
the assets of the Company.<br />
3 Income<br />
Income from equity shares is brought into account on the<br />
ex-dividend date or, where no ex-dividend date is quoted, when<br />
the Company’s right to receive payment is established.<br />
Income includes any taxes deducted at source. Fixed returns on<br />
non-equity shares and debt securities are recognised on a time<br />
apportionment basis so as to reflect the effective yield on the<br />
investment. Where the Company has elected to receive its<br />
dividends in the form of additional shares rather than in cash,<br />
the amount of the cash dividend is recognised as income. Any<br />
excess in the value of the shares received over the amount of<br />
the cash dividend is recognised in capital reserves.<br />
4 Expenses and Interest<br />
Expenses and interest are accounted for on an accruals basis<br />
using the exchange rate applicable on payment where<br />
appropriate. Expenses are charged through the revenue account<br />
except where they directly relate to the acquisition or disposal<br />
of an investment, in which case they are added to the cost of<br />
the investment or deducted from the proceeds.<br />
5 Taxation<br />
Deferred tax is recognised at the standard rate of corporation<br />
tax, without discounting, in respect of all timing differences<br />
between the treatment of certain items for taxation and<br />
accounting purposes which have arisen but not reversed out by<br />
the balance sheet date. To the extent that timing differences<br />
will not be utilised, then deferred assets are not recognised.<br />
Because the Company intends each year to qualify as an<br />
investment trust under section 842 of the Income and<br />
Corporation Taxes Act 1988, no provision is made for deferred<br />
taxation in respect of the capital gains that have been realised,<br />
or are expected in the future to be realised, on the sale of fixed<br />
asset investments.<br />
6 Reserves<br />
Gains and losses on the realisation of investments and foreign<br />
currency are accounted for in the realised capital reserve.<br />
Increases and decreases in the valuation of investments held at<br />
the year end are accounted for in the unrealised capital reserve.<br />
7 Pension Costs<br />
The pension scheme is a defined benefit scheme and is open to<br />
all qualifying employees who have completed 6 months service.<br />
Contributions are charged against revenue. They are calculated<br />
by reference to actuarial valuations carried out for the trustees<br />
at intervals of not more than three years. They represent a<br />
charge to cover the accruing liabilities on a continuing basis.<br />
Foreign income is converted at the rate of exchange applicable<br />
on the appropriate date.<br />
Savings and pension plans charges are accounted for on the<br />
date on which the underlying transaction occurs.
42<br />
Consolidated Statement of Total Return<br />
£000<br />
2004 2004 2004 2003 2003 2003<br />
Notes Revenue Capital Total Revenue Capital Total<br />
Income<br />
UK dividends 28,771 – 28,771 26,046 – 26,046<br />
UK interest 1,442 – 1,442 1,815 – 1,815<br />
Overseas dividends 14,227 – 14,227 12,648 – 12,648<br />
Overseas scrip dividends – – – 74 – 74<br />
Mineral rights income 724 – 724 515 – 515<br />
Investment Income 1 45,164 – 45,164 41,098 – 41,098<br />
Deposit interest 3,896 – 3,896 5,087 – 5,087<br />
Savings and pension plans charges 1,899 – 1,899 1,974 – 1,974<br />
Miscellaneous 91 – 91 167 – 167<br />
Other Income 5,886 – 5,886 7,228 – 7,228<br />
Total Income 51,050 – 51,050 48,326 – 48,326<br />
Expenses<br />
Operating expenses (7,297) – (7,297) (6,381) – (6,381)<br />
Additional pension contribution – – – (641) – (641)<br />
Total expenses 2 (7,297) – (7,297) (7,022) – (7,022)<br />
Realised losses on investments 7 – (2,915) (2,915) – (22,006) (22,006)<br />
Increase(decrease) in unrealised appreciation 7 – 268,118 268,118 – (446,912) (446,912)<br />
Surplus on revaluation of office premises – 50 50 – – –<br />
Foreign exchange gains – 2,427 2,427 – 235 235<br />
Net Return Before Interest Payable and Taxation 43,753 267,680 311,433 41,304 (468,683) (427,379)<br />
Interest payable 3 (1,152) – (1,152) (1,120) – (1,120)<br />
Return Before Taxation 42,601 267,680 310,281 40,184 (468,683) (428,499)<br />
Taxation 4 (4,103) – (4,103) (4,104) – (4,104)<br />
Return After Taxation 38,498 267,680 306,178 36,080 (468,683) (432,603)<br />
Minority interest - equity (260) 73 (187) (289) (41) (330)<br />
38,238 267,753 305,991 35,791 (468,724) (432,933)<br />
Dividends on preference stock - non-equity 5 (97) – (97) (97) – (97)<br />
Return Attributable to Equity Stockholders 38,141 267,753 305,894 35,694 (468,724) (433,030)<br />
Dividend on ordinary stock - equity 5 (35,532) – (35,532) (35,028) – (35,028)<br />
Transfer to reserves 2,609 267,753 270,362 666 (468,724) (468,058)<br />
Notes Earnings Capital Total Earnings Capital Total<br />
Return per Ordinary Stock Unit 6 75.68p 531.26p 606.94p 70.82p (930.01p) (859.19p)
Company Statement of Total Return<br />
43<br />
£000<br />
2004 2004 2004 2003 2003 2003<br />
Notes Revenue Capital Total Revenue Capital Total<br />
Income<br />
UK dividends 28,771 – 28,771 26,046 – 26,046<br />
Dividends from subsidiary 638 – 638 1,275 – 1,275<br />
29,409 – 29,409 27,321 – 27,321<br />
UK interest 525 – 525 802 – 802<br />
Overseas dividends 14,227 – 14,227 12,648 – 12,648<br />
Overseas scrip dividends – – – 74 – 74<br />
Mineral rights income 724 – 724 515 – 515<br />
Investment Income 1 44,885 – 44,885 41,360 – 41,360<br />
Deposit interest 1,232 – 1,232 2,245 – 2,245<br />
Miscellaneous 25 – 25 10 – 10<br />
Other Income 1,257 – 1,257 2,255 – 2,255<br />
Total Income 46,142 – 46,142 43,615 – 43,615<br />
Expenses<br />
Operating expenses (4,301) – (4,301) (3,398) – (3,398)<br />
Additional pension contribution – – – (328) – (328)<br />
Total expenses 2 (4,301) – (4,301) (3,726) – (3,726)<br />
Realised losses on investments 7 – (2,915) (2,915) – (22,006) (22,006)<br />
Increase(decrease) in unrealised appreciation 7 – 268,333 268,333 – (447,360) (447,360)<br />
Surplus on revaluation of office premises – 50 50 – – –<br />
Foreign exchange gains – 2,427 2,427 – 235 235<br />
Net Return before Interest Payable and Taxation 41,841 267,895 309,736 39,889 (469,131) (429,242)<br />
Interest payable 3 (76) – (76) (84) – (84)<br />
Return before Taxation 41,765 267,895 309,660 39,805 (469,131) (429,326)<br />
Taxation 4 (3,669) – (3,669) (3,607) – (3,607)<br />
Return after Taxation 38,096 267,895 305,991 36,198 (469,131) (432,933)<br />
Dividends on preference stock – non-equity 5 (97) – (97) (97) – (97)<br />
Return Attributable to Equity Stockholders 37,999 267,895 305,894 36,101 (469,131) (433,030)<br />
Dividends on ordinary stock – equity 5 (35,532) – (35,532) (35,028) – (35,028)<br />
Transfer to reserves 2,467 267,895 270,362 1,073 (469,131) (468,058)<br />
Notes Earnings Capital Total Earnings Capital Total<br />
Return per Ordinary Stock Unit 6 75.40p 531.54p 606.94p 71.63p (930.82p) (859.19p)
44<br />
Balance Sheets<br />
£000<br />
Group Group Company Company<br />
Notes 2004 2003 2004 2003<br />
Fixed Assets 7<br />
Office premises 700 650 700 650<br />
Investments 1,466,143 1,155,412 1,475,418 1,162,289<br />
1,466,843 1,156,062 1,476,118 1,162,939<br />
Current Assets<br />
Debtors 9 13,533 10,095 7,085 4,570<br />
Bank deposits 101,221 136,914 25,479 73,907<br />
Cash at bank and in hand 1,607 3,169 460 503<br />
116,361 150,178 33,024 78,980<br />
Creditors: amounts falling due within one year 10 (97,385) (90,757) (32,871) (36,010)<br />
Net Current Assets 18,976 59,421 153 42,970<br />
Total Assets less Current Liabilities 1,485,819 1,215,483 1,476,271 1,205,909<br />
Creditors: amount falling due after more than one year<br />
4 1 /2% debenture stock 1956 or after<br />
- repayable at the Company’s option only 1,648 1,648 1,648 1,648<br />
Minority Interest - Equity 9,548 9,574 – –<br />
11,196 11,222 1,648 1,648<br />
Capital and Reserves<br />
Called-up share capital 5 14,800 14,800 14,800 14,800<br />
Capital reserve - realised 11 995,296 995,784 993,997 994,485<br />
Capital reserve - unrealised 11 418,838 150,597 434,542 166,159<br />
Revenue reserve 11 45,689 43,080 31,284 28,817<br />
Total Stockholders’ Funds 1,474,623 1,204,261 1,474,623 1,204,261<br />
1,485,819 1,215,483 1,476,271 1,205,909<br />
Total Stockholders’ Funds are attributable to:<br />
Equity stockholders 12 1,472,423 1,202,061 1,472,423 1,202,061<br />
Non-equity stockholders 12 2,200 2,200 2,200 2,200<br />
1,474,623 1,204,261 1,474,623 1,204,261<br />
Net Asset Value per Ordinary Stock Unit 6 £29.21 £23.85 £29.21 £23.85<br />
The financial statements on pages 41 to 51 were approved by the board on 22 March 2004 and were signed on its behalf by:<br />
Bruce W M Johnston<br />
Director<br />
Alan J Harden<br />
Director
Cash Flow Statements<br />
45<br />
£000<br />
Group Group Company Company<br />
Notes 2004 2003 2004 2003<br />
Operating Activities<br />
Investment income received 46,382 42,099 44,273 40,424<br />
Interest received 3,345 5,273 1,552 2,170<br />
Underwriting commission received 25 10 25 10<br />
Savings and pension plans charges 1,899 1,974 – –<br />
Miscellaneous income received 55 155 – –<br />
Net amounts received from depositors 9,023 9,318 – –<br />
Expenses (6,960) (7,252) (3,960) (3,716)<br />
Net Cash Inflow from Operating Activities 13 53,769 51,577 41,890 38,888<br />
Dividends from Subsidiary Company – – 638 1,275<br />
Servicing of Finance<br />
Interest paid (1,152) (1,120) (76) (84)<br />
Dividends paid on preference stocks (97) (97) (97) (97)<br />
Dividends paid to minority interests (213) (425) – –<br />
Net Cash Outflow from Servicing of Finance (1,462) (1,642) (173) (181)<br />
Taxation Paid (3,827) (4,312) (3,492) (3,700)<br />
Investing Activities<br />
Purchase of investments (178,067) (163,274) (173,515) (149,670)<br />
Disposal of investments 127,957 151,034 121,806 140,034<br />
Net Cash Outflow from Investing Activities (50,110) (12,240) (51,709) (9,636)<br />
Equity Dividends Paid (38,052) (35,028) (38,052) (35,028)<br />
Net Cash outflow before Management<br />
of Liquid Resources and Financing (39,682) (1,645) (50,898) (8,382)<br />
Management of Liquid Resources<br />
Cash uplifted from short-term deposits 15 38,120 845 50,855 6,491<br />
Decrease in Cash 14 (1,562) (800) (43) (1,891)
46<br />
Notes to the Financial Statements<br />
1 Investment income £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Listed UK 30,208 28,015 29,292 27,002<br />
Unlisted UK 5 4 642 1,279<br />
Listed overseas 14,227 12,564 14,227 12,564<br />
Unlisted overseas 724 515 724 515<br />
45,164 41,098 44,885 41,360<br />
2 Expenses £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Directors’ remuneration 576 450 576 430<br />
Staff costs 3,134 2,692 1,641 1,287<br />
Social security costs 310 250 185 142<br />
Regular pension contributions 789 732 416 374<br />
Additional pension contributions – 641 – 328<br />
Remuneration of auditor for audit 32 28 17 17<br />
Remuneration of auditor for regulatory reports on behalf of<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings Limited 4 4 – -<br />
Other 2,452 2,225 1,466 1,148<br />
7,297 7,022 4,301 3,726<br />
Details of directors’ remuneration are given on pages 36 to 39. The Group employs 109 (106) full time and 22 (24) part time staff, excluding<br />
directors. Staff costs are shared with The Second <strong>Alliance</strong> <strong>Trust</strong> PLC (“the Second <strong>Alliance</strong> <strong>Trust</strong>”). Included in staff costs is the sum of £13,000<br />
representing payments to Gavin Suggett, a former director, in respect of salary from the period when he retired as a director.<br />
The management and administration expenses of the Company amounted to £4,301,000 (£3,726,000 or £3,398,000 before the additional pension<br />
contribution) representing 0.29% (0.31% or 0.28% before the additional pension contribution) of the year end attributable net asset value of<br />
£1,472,423,000 (£1,202,061,000). The cost of insured benefits for staff including executive directors is included in other expenses.<br />
3 Interest payable £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
On deposits and overdrafts repayable within 5 years<br />
not by instalments 1,078 1,046 2 10<br />
On debentures repayable wholly or partly in more than 5 years 74 74 74 74<br />
1,152 1,120 76 84<br />
4 Taxation £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
UK corporation tax at 30% 4,216 4,225 3,780 3,727<br />
Overseas taxation 1,743 1,620 1,743 1,620<br />
Deferred taxation (3) (6) (1) (5)<br />
Recovery of French company tax (Avoir Fiscal) (110) (115) (110) (115)<br />
5,846 5,724 5,412 5,227<br />
Relief for overseas taxation (1,743) (1,620) (1,743) (1,620)<br />
4,103 4,104 3,669 3,607<br />
Reconciliation of Tax Charge £000<br />
Return on ordinary activities before taxation 42,601 40,184 41,765 39,805<br />
Items not subject to corporation tax - franked investment income (28,520) (26,044) (29,157) (27,319)<br />
- scrip dividends – (74) – (74)<br />
14,081 14,066 12,608 12,412<br />
UK corporation tax payable at 30% 4,225 4,219 3,783 3,724<br />
Adjustments arising on the difference between taxation<br />
and accounting treatment of income and expenses (9) (10) (3) 3<br />
Prior year adjustment – 16 – -<br />
Corporation tax charge for the year 4,216 4,225 3,780 3,727
47<br />
5 Called up share capital and dividends £000<br />
The authorised share capital of the Company, which has all been<br />
allotted and fully paid, is divided into four classes of preference<br />
stock and one class of ordinary stock. The capital is shown below,<br />
together with the respective dividends<br />
Total Total<br />
Capital Capital Dividends Dividends<br />
2004 2003 2004 2003<br />
Non-equity stock<br />
Preference stocks<br />
4 1 / 4 % cumulative preference stock 700 700 30 30<br />
4% cumulative preference stock 650 650 26 26<br />
5% cumulative preference stock 750 750 37 37<br />
4% ‘A’ cumulative preference stock 100 100 4 4<br />
2,200 2,200 97 97<br />
Equity stock units<br />
Ordinary stock<br />
50,400,000 units of 25p each 12,600 12,600<br />
Interim dividend paid of 35.0p (29.0p) per stock unit 17,640 14,616<br />
Proposed final dividend of 35.5p (40.5p) per stock unit 17,892 20,412<br />
Total dividend 70.5p (69.5p) per stock unit 35,532 35,028<br />
14,800 14,800<br />
Provision has been made in these financial statements for the payment of the final dividend on the ordinary stock and the dividends on the<br />
Company’s preference stocks.<br />
6 Return and net asset value per ordinary<br />
stock unit £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Earnings 38,141 35,694 37,999 36,101<br />
Capital 267,753 (468,724) 267,895 (469,131)<br />
Total return 305,894 (433,030) 305,894 (433,030)<br />
Equity stockholders’ funds 1,472,423 1,202,061 1,472,423 1,202,061<br />
The return per ordinary stock unit is arrived at by dividing the total return by 50,400,000 (the total number of stock units in issue).<br />
The net asset value per ordinary stock unit is arrived at by dividing the equity stockholders’ funds by the same figure.<br />
7 Fixed assets £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Office Premises Freehold/Heritable Property<br />
Opening valuation 650 650 650 650<br />
Surplus on revaluation 50 – 50 –<br />
700 650 700 650<br />
J & E Shepherd, Chartered Surveyors, valued the office premises at 31 January 2004, at £700,000 on the basis of existing use value and at<br />
£450,000 on the basis of market value. Both valuations were in accordance with RICS Appraisal and Valuation Standards. The historic cost of the<br />
office premises is £292,000. Existing use value assumes that demand existed for the premises for continuation of office use. However, at the date<br />
of valuation, J & E Shepherd were of the opinion that such demand did not exist. As such, the market value was materially different.<br />
Investments<br />
Investments listed on a recognised investment exchange 1,463,070 1,153,104 1,443,700 1,131,256<br />
Unlisted investments 3,073 2,308 3,073 2,308<br />
Subsidiary companies (note 8) – – 28,645 28,725<br />
1,466,143 1,155,412 1,475,418 1,162,289
48<br />
Notes to the Financial Statements<br />
7 Fixed assets continued £000<br />
Group<br />
Company<br />
investments investments subsidiary total<br />
Opening book cost as at 1 February 2003 1,005,087 983,589 12,900 996,489<br />
Opening unrealised appreciation 150,325 149,975 15,825 165,800<br />
Opening valuation 1,155,412 1,133,564 28,725 1,162,289<br />
Movements in the year<br />
Bond premium amortisation (593) (8) - (8)<br />
Purchases at cost* 177,132 172,580 - 172,580<br />
Sales – proceeds* (131,011) (124,861) - (124,861)<br />
– realised losses on sales (2,915) (2,915) - (2,915)<br />
Increase(decrease) in unrealised appreciation 268,118 268,413 (80) 268,333<br />
Closing valuation 1,466,143 1,446,773 28,645 1,475,418<br />
Closing book cost 1,047,699 1,028,385 12,900 1,041,285<br />
Closing unrealised appreciation 418,444 418,388 15,745 434,133<br />
Closing valuation as at 31 January 2004 1,466,143 1,446,773 28,645 1,475,418<br />
* In accordance with Statement of Recommended Practice “Financial Statements of Investment <strong>Trust</strong> Companies”, expenses incidental to the<br />
purchase or sale of investments are included within the purchase cost or deducted from the sale proceeds. These expenses include commission<br />
costs of £872,000 (£780,000).<br />
A geographical analysis of the investment portfolio by broad industrial or commercial sector is given on page 25. A list of the twenty largest<br />
investments in the portfolio is given on page 13.<br />
8 Subsidiary companies<br />
The following subsidiary companies, whose results are consolidated in the Group accounts, are incorporated in Scotland<br />
and operate in the United Kingdom.<br />
Name Shares held Principal Activity<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings Limited (“ATS”) Ordinary Deposit taking, provision and administration<br />
of savings and pension products<br />
<strong>Alliance</strong> <strong>Trust</strong> (Finance) Limited (“ATF”) Ordinary Leasing administration (as agent)<br />
<strong>Alliance</strong> <strong>Trust</strong> Leasing Limited (“ATL”) Ordinary Leasing administration (as principal and agent)<br />
The Company owns 75% of ATS and ATF with the remaining 25% of each owned by the Second <strong>Alliance</strong> <strong>Trust</strong>. ATF owns<br />
100% of ATL. The investment in subsidiary companies is valued in the Company’s accounts at £28,645,000<br />
(£28,725,000) being the net asset value of the Company’s equity interests taking into account Government securities<br />
at market value.<br />
A summarised statement of the balance sheets of the subsidiaries is shown below. The reports and accounts of all<br />
subsidiary companies are delivered to the Registrar of Companies in Edinburgh.<br />
Summarised balance sheets £000<br />
ATS ATS ATF Group ATF Group<br />
2004 2003 2004 2003<br />
Government securities 13,595 13,573 5,720 7,926<br />
Money at call and short notice 76,926 65,715 2,577 699<br />
Loans to parent companies - – 16,000 16,000<br />
Debtors less creditors - 253 - 61<br />
90,521 79,541 24,297 24,686<br />
Financed by:<br />
Amounts due to depositors 74,346 66,277 - –<br />
Creditors less debtors 2,167 – 166 –<br />
76,513 66,277 166 –<br />
Shareholder funds 14,008 13,264 24,131 24,686<br />
90,521 79,541 24,297 24,686
49<br />
9 Debtors £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Sales for subsequent settlement 4,989 1,935 4,989 1,935<br />
Loan to The Second <strong>Alliance</strong> <strong>Trust</strong> PLC (Note 17) 4,000 4,000 - -<br />
Taxation recoverable 231 433 231 433<br />
Deferred taxation 51 48 19 18<br />
Prepayments and accrued income 3,010 3,073 1,832 2,170<br />
Other debtors 1,252 606 14 14<br />
13,533 10,095 7,085 4,570<br />
10 Creditors: amounts falling due within<br />
one year £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Amounts due to depositors 71,763 65,579 - -<br />
Purchase for subsequent settlement 1,320 2,255 1,320 2,255<br />
UK corporation tax payable 1,223 1,146 935 960<br />
Loan from ATF (Note 17) - - 12,000 12,000<br />
Proposed dividends 17,941 20,461 17,941 20,461<br />
Amount due to subsidiary company - - - 53<br />
Other creditors 5,138 1,316 675 281<br />
97,385 90,757 32,871 36,010<br />
11 Reserves £000<br />
Group reserves<br />
Company reserves<br />
capital capital capital capital<br />
realised unrealised revenue realised unrealised revenue<br />
Beginning of year 995,784 150,597 43,080 994,485 166,159 28,817<br />
Exchange differences 2,427 - - 2,427 - -<br />
Net loss on realisation of investments (2,915) - - (2,915) - -<br />
Increase in unrealised appreciation - 268,118 - - 268,333 -<br />
Surplus on revaluation of office premises - 50 - - 50 –<br />
Minority interest - 73 - - - -<br />
Retained net revenue for the year - - 2,609 - - 2,467<br />
End of year 995,296 418,838 45,689 993,997 434,542 31,284<br />
12 Reconciliation of movements in<br />
stockholders’ funds £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Opening equity stockholders’ funds 1,202,061 1,670,119 1,202,061 1,670,119<br />
Total recognised gains and losses after dividend 270,362 (468,058) 270,362 (468,058)<br />
Closing equity stockholders’ funds 1,472,423 1,202,061 1,472,423 1,202,061<br />
Non-equity stockholders’ funds 2,200 2,200 2,200 2,200<br />
There was no movement in non-equity stockholders’ funds during the year.<br />
13 Reconciliation of net revenue before<br />
interest and tax to net cash inflow<br />
from operating activities £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Net revenue before interest payable and taxation 43,753 41,304 41,841 39,889<br />
Dividend from subsidiary company - - (638) (1,275)<br />
Scrip dividends - (74) - (74)<br />
Amortisation – non-cash adjustment 593 539 8 –<br />
Decrease in accrued income 63 720 338 338<br />
Increase(decrease) in other creditors 3,822 (2,592) 341 14<br />
(Increase)decrease in other debtors (646) 365 - (4)<br />
Increase in amounts due to depositors 6,184 11,315 - –<br />
Net cash inflow from operating activities 53,769 51,577 41,890 38,888
50<br />
Notes to the Financial Statements<br />
14 Reconciliation of net cash flow to<br />
movement in net funds £000<br />
Group Group Company Company<br />
2004 2003 2004 2003<br />
Decrease in cash in the year (1,562) (800) (43) (1,891)<br />
Cash uplifted from short-term deposits (38,120) (845) (50,855) (6,491)<br />
Foreign exchange gains 2,427 235 2,427 235<br />
Movement in net funds in year (37,255) (1,410) (48,471) (8,147)<br />
Net funds at start of year 138,435 139,845 60,762 68,909<br />
Net funds at end of year (Note 15) 101,180 138,435 12,291 60,762<br />
15 Analysis of change in net funds £000<br />
Exchange<br />
2003 Cash flow gains 2004<br />
Group Cash at bank and in hand 3,169 (1,562) - 1,607<br />
Bank deposits 136,914 (38,120) 2,427 101,221<br />
Debenture stock (1,648) - - (1,648)<br />
138,435 (39,682) 2,427 101,180<br />
Company Cash at bank and in hand 503 (43) - 460<br />
Bank deposits 73,907 (50,855) 2,427 25,479<br />
Debenture stock (1,648) - - (1,648)<br />
Loan from ATF (12,000) - - (12,000)<br />
60,762 (50,898) 2,427 12,291<br />
16 Derivatives and other financial instruments<br />
The directors’ report details the Company’s approach to investment risk management on page 34 and the accounting<br />
policies on page 41 explain the basis on which currencies and investments are valued for accounting purposes.<br />
No derivatives were used and no significant short-term borrowings were drawn down during the year to 31 January 2004.<br />
The Company had in issue throughout the year £3,848,000 (£3,848,000) of fixed rate debenture stock and preference<br />
stocks which have no fixed maturity or redemption dates. Their market value at 31 January 2004 was £2,925,000<br />
(£3,167,000), a discount to book value of the equivalent of 1.8p (1.4p) per ordinary stock unit.<br />
17 Related parties<br />
The affairs of the Group are managed in conjunction with those of the Second <strong>Alliance</strong> <strong>Trust</strong> and its subsidiary company<br />
Second <strong>Alliance</strong> Leasing (“SAL”). Although the parent companies are not controlled by common stockholders, the<br />
composition of the Board of each company is currently the same and for the purposes of Financial <strong>Report</strong>ing Standard 8<br />
the companies are regarded as related parties, requiring disclosure of material, mutual transactions.<br />
The Groups operate from the same office in Dundee, employ staff jointly and share the cost of common services. The basis<br />
of allocation is 75% for the Company and 25% for the Second <strong>Alliance</strong> <strong>Trust</strong> after allowing for a contribution from ATS and<br />
reflects the respective sizes of the companies. During the year to 31 January 2004 the Second <strong>Alliance</strong> <strong>Trust</strong> paid a<br />
contribution of £757,000 (£744,000).<br />
The minority interest shareholding in ATS and ATF is held by the Second <strong>Alliance</strong> <strong>Trust</strong>. ATF has advanced interest free<br />
loans of £12,000,000 (£12,000,000) and £4,000,000 (£4,000,000) to the Company and to the Second <strong>Alliance</strong> <strong>Trust</strong>,<br />
respectively. The terms of these loans have been extended and they are repayable in September 2004, or earlier by mutual<br />
agreement, at three months’ notice.<br />
SAL has a deposit facility with ATS, the balance at 31 January 2004 being £300,000 (£302,000) due to SAL.<br />
18 Financial commitments<br />
Financial commitments of the Company as at 31 January 2004, which have not been accrued, amounted to £5,166,611<br />
(£6,187,191) in respect of uncalled subscriptions in investments structured as limited liability partnerships.
51<br />
19 Pension Scheme<br />
The Group, in conjunction with the Second <strong>Alliance</strong> <strong>Trust</strong>, operates an insured defined benefit pension scheme (“the<br />
Scheme”) providing benefits based on final pensionable salary. The Scheme’s assets, which are invested to finance members’<br />
pensions on retirement, are held separately from the Group’s funds. The Scheme is administered externally on behalf of the<br />
<strong>Trust</strong>ees. Pension benefits of retired members have been secured by the purchase of annuities from insurance companies.<br />
The Scheme funding rate is determined, at intervals not exceeding 3 years, on the recommendation of a qualified<br />
independent actuary. The latest full actuarial valuation report was carried out as at 1 April 2003. The report was produced<br />
using the projected unit method of valuation. It showed assets valued on a discounted income basis at £10,899,000 and a<br />
surplus of £721,000 over present value liabilities at the report date.<br />
The principal assumptions used in this valuation were:<br />
• Rate of increase in salaries p.a. 5%<br />
• Rate of increase of pensions in payment p.a. 3%<br />
• Rate of increase of deferred pensions p.a. 3%<br />
• Rate of interest p.a. 7%<br />
• Rate of dividend growth p.a. 3.5%<br />
• Inflation assumption p.a. 3%<br />
Following the recommendation of the actuary, the Group and the Second <strong>Alliance</strong> <strong>Trust</strong> have adopted a funding rate of 22.1% of<br />
pensionable salaries from 1 April 2004 (23.1% was paid in the previous triennium and an additional contribution of £641,000<br />
was made by the Group in the year to 31 January 2003). This contribution rate is due to be reviewed following the triennial<br />
valuation of the Scheme as at 1 April 2006 and excludes administration fees and insurance premiums for death-in-service<br />
benefits, which the companies pay separately and which total a further 2% (1.9%) of pensionable salaries. The total pension<br />
cost (including administration fees and the cost of insurance of death-in-service benefits) to the Group was £814,000<br />
(£1,373,000). The cost to the Company was £429,000 (£702,000).<br />
Whilst the Group continues to account for pension costs in accordance with Statement of Standard Accounting Practice 24<br />
‘Accounting for Pension Costs’, under Financial <strong>Report</strong>ing Standard 17 ‘Retirement Benefits’ (“FRS17”) the following<br />
transitional disclosures are required as at 31 January 2004 using the different measurement basis prescribed by the Standard.<br />
In order to meet these requirements, a separate valuation of the Scheme’s present assets and liabilities has been undertaken<br />
by the actuary as at 31 January 2004. The assumptions used by the actuary, which meet the requirements of FRS17, were:<br />
• Rate of increase in salaries p.a. 3.75%<br />
• Rate of increase of pensions in payment p.a. 2.75%<br />
• Rate of increase of deferred pensions p.a. 2.75%<br />
• Rate used to discount scheme liabilities p.a. 5.50%<br />
• Inflation assumption p.a. 2.75%<br />
On these assumptions, the fair value of the Scheme’s assets, and the value of the Scheme’s liabilities at 31 January 2004 were:<br />
£000<br />
Assets 13,046<br />
Liabilities 12,365<br />
Surplus 681<br />
The Scheme’s assets are not intended to be realised in the short-term and their value may be subject to significant change<br />
before they are realised. The liabilities are derived from cash flow projections over long periods and are also subject to<br />
uncertainty.<br />
At 31 January 2004, 53.4% of the assets of the Scheme were held in equities, 44.4% in bonds, 0.8% in property and 1.4% in<br />
current assets.<br />
For the purposes of these financial statements these figures are illustrative only and do not impact on the consolidated<br />
balance sheet at 31 January 2004.<br />
The assumed long-term rate of return over the following year is 5.25% for bonds, 7.0% for equities and property and 4.0% for<br />
other assets.<br />
Group<br />
The costs of the Scheme are shared by the Group and by the Second <strong>Alliance</strong> <strong>Trust</strong> based on the allocation of employees’<br />
costs and it is assumed any deficit would also be shared on a similar basis.<br />
Company<br />
Within the Group, the costs of the Scheme are shared on the basis of the work done by individual members of staff on a day<br />
to day basis. The Company pays a proportion of the employers’ total contribution, based on the Company’s share of staff<br />
cost allocation for the year. The Scheme assets are not identified to individuals or to the time periods in respect of which<br />
the original contributions were made. Scheme liabilities are identifiable but not to individual participating employers.<br />
Consequently, in the terms required by FRS17, the Company is unable to identify its share of the underlying assets and<br />
liabilities in the scheme. Accordingly, the Company accounts for its participation in the Scheme as if the Scheme were a<br />
defined contribution scheme.
52<br />
Information for Stockholders<br />
Incorporation<br />
General Enquiries<br />
Information<br />
Confidentiality<br />
Data Protection<br />
Electronic Communications<br />
Taxation<br />
Risks<br />
Table of Indices<br />
Key Dates<br />
Savings Plans<br />
Incorporation<br />
The <strong>Alliance</strong> <strong>Trust</strong> PLC is incorporated in Scotland with<br />
the registered number 1731.<br />
General Enquiries<br />
If you have an enquiry about the Company please contact the<br />
Company Secretary at our registered office:<br />
Meadow House, 64 Reform Street, Dundee DD1 1TJ<br />
tel: 01382 201700 fax: 01382 225133<br />
email: contact@alliancetrusts.com<br />
For security and compliance monitoring purposes telephone<br />
calls may be recorded.<br />
Change of address notifications and registration enquiries for<br />
stockholdings registered in your own name should be sent to<br />
the Company’s registrars, who should also be contacted if you<br />
would like dividends on stock registered in your own name to be<br />
sent to your bank or building society account. Our registrars are:<br />
Computershare Investor Services plc<br />
Lochside House, 7 Lochside Avenue, Edinburgh Park<br />
Edinburgh EH12 9DJ<br />
tel: 0870 702 0000 fax: 0870 703 6009<br />
You may check your holdings and view other information about<br />
<strong>Alliance</strong> <strong>Trust</strong> stock registered in your own name at<br />
www.computershare.com.<br />
Information<br />
Our website www.alliancetrusts.com contains information about<br />
the Company, including daily price, net asset value and discount<br />
information. The Corporate Governance section of the website<br />
contains the terms of reference of the Audit, Remuneration and<br />
Nomination Committees. These are also available, on request,<br />
from the Company Secretary from whom the terms of<br />
appointment of the non-executive directors are also available.<br />
Confidentiality<br />
We are unable to prevent other parties using the Company’s<br />
register for marketing or other purposes. If you wish to limit<br />
unsolicited mail, you may contact the Mailing Preference<br />
Service at FREEPOST 22, London W16 7E2.
53<br />
Data Protection<br />
The Company is a data controller as defined under the Data<br />
Protection Act 1998. Information received from or about<br />
stockholders or investors (for example from a stockbroker),<br />
whether by telephone or in writing, by fax or by any other<br />
electronic or digital means of communication may be processed.<br />
Information held on the Company’s Register of Members is, by<br />
law, public information and the Company cannot prevent any<br />
person inspecting it or having copies of it, on payment of the<br />
statutory fee.<br />
Electronic Communications<br />
If you hold your stock in your own name we are able to send<br />
you annual reports and notices of meetings electronically instead<br />
of in paper format. If you wish to register for this service<br />
please log on to www.alliancetrusts.com/ec.htm<br />
Taxation<br />
If you are any doubt about your liability to tax arising from a<br />
stockholding in the Company, you should seek professional<br />
advice.<br />
Income Tax<br />
Dividends paid by the Company carry a tax credit at 10% of the<br />
gross dividend. Dividends are paid net of the tax credit.<br />
If you hold your stock in your own name, the tax voucher which<br />
you need for your tax records will be sent to the address we<br />
have for you on the register maintained by Computershare.<br />
If your dividends are received by a nominee, such as your<br />
stockbroker’s nominee, you must contact that person for the tax<br />
voucher. <strong>Alliance</strong> <strong>Trust</strong> Savings will automatically supply you<br />
with a consolidated income tax voucher for income received for<br />
you in the Select Investment Plan.<br />
Capital Gains Tax<br />
For investors who purchased their stock prior to 31 March 1982,<br />
the cost of the stock for capital gains tax purposes may be<br />
based on the price of the stock on that date, being £2.85 per<br />
ordinary stock unit.<br />
Risks<br />
On page 3 we provide information on how we manage the risks<br />
in the portfolio. If you hold stock in the Company, you should<br />
take professional advice as to whether an investment in our<br />
stock is suitable for you. You should be aware that:<br />
• Investment should be made for the long term.<br />
• The price of stock will be affected by supply and demand for<br />
it on the London Stock Exchange and may not fully<br />
represent the underlying value of the assets of the<br />
Company. The price generally stands below the net asset<br />
value of the <strong>Trust</strong> (“at a discount”) but it may also stand<br />
above it (“at a premium”). Your capital return will depend<br />
upon the movement of the discount/premium over the<br />
period you own the stock, as well as the capital<br />
performance of the Company’s own assets.<br />
• The assets owned by the Company may have exposure to<br />
currencies other than Sterling. Changes in market<br />
movements and in rates of exchange may cause the value of<br />
your investment to go up or down.<br />
• Past performance is not necessarily a guide to the future.<br />
What you get back will depend on investment performance.<br />
You may not get back the amount you invest.<br />
Table of Indices<br />
(to 31 January 2004)<br />
1 year 10 years 10 years<br />
absolute absolute compound<br />
FTSE All-Share Index 27.0% 25.3% 2.3%<br />
FTSE World Index 30.1% 59.9% 4.8%<br />
MSCI World Index 29.6% 59.9% 4.8%<br />
FTSE World ex UK (£) 24.3% 36.5% 3.2%<br />
US Standard and Poor’s<br />
500 Index (£) 19.4% 93.4% 6.8%<br />
NASDAQ Composite 56.4% 158.1% 9.9%<br />
Wilshire 5000 Total<br />
Market Index 35.7% 129.9% 8.7%<br />
FTSE World Europe ex UK (£) 33.3% 64.9% 5.1%<br />
FTSE Asia Pacific ex Japan (£) 29.7% (31.3%) (3.7%)<br />
Tokyo Topix Index (£) 30.5% (45.4%) (5.9%)<br />
UK Investment Property<br />
Databank 4.1% 30.8% 2.7%<br />
Retail Price Index 2.6% 29.6% 2.6%<br />
Consumer Price Index 1.4% 17.8% 1.6%<br />
Source: Thomson Financial Datastream
54<br />
Information for Stockholders<br />
Key Dates<br />
Annual General Meeting<br />
The 116th Annual General Meeting of the Company will be held at 11.30am on Friday 30 April 2004 at the Invercarse Hotel,<br />
Perth Road, Dundee. The meeting will include a presentation by the Chief Executive, Alan Harden. The notice of the meeting<br />
is sent separately to stockholders.<br />
Financial Calendar<br />
Date<br />
Final Dividend and AGM for the year to 31 January 2004<br />
Ex-dividend date 14 April 2004<br />
Annual General Meeting 30 April 2004<br />
Final dividend payment date 10 May 2004<br />
Interim Dividend for the year to 31 January 2005<br />
Proposed announcement date 23 August 2004<br />
Proposed ex-dividend date 15 September 2004<br />
Proposed payment date 1 October 2004<br />
Investor Events Date Location<br />
Investor Seminar Wednesday 23 and Cranfield School of Management,<br />
Thursday 24 June Cranfield, Bedfordshire<br />
Investor Seminar Wednesday 29 September The Haynes Conference Centre,<br />
Sparkford, Near Yeovil, Somerset<br />
If you would like to attend an Investor Seminar, please contact us on 01382 306006 or<br />
email contact@alliancetrusts.com. Places are available on a first come first served basis.<br />
Information about events after September 2004 will be posted on www.alliancetrusts.com
55<br />
Savings Plans provided by<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings (“ATS”) provides and administers the<br />
Select Range of savings plans.<br />
The main features of the plans are:<br />
• Self-select investment choice in securities listed on the<br />
London Stock Exchange, including the <strong>Alliance</strong> <strong>Trust</strong>.<br />
Investment in a range of corporate bonds, gilts, open ended<br />
investment company funds and exchange traded funds is<br />
also available. Cash may also be kept on deposit with ATS<br />
which is a bank.<br />
• No advice is given by ATS. Customers make their own<br />
investment decisions within the terms of the contract with<br />
ATS (full details of which are in the Key Features and<br />
Handbooks for each Plan, available from ATS).<br />
• Charges are levied by ATS on a transaction basis, not on the<br />
value of the assets held by ATS for each customer.<br />
Select Pension<br />
The Select Pension, which is a self-invested personal pension<br />
(“SIPP”), is designed to accommodate the need of many<br />
individuals for a pension capable of travelling with them<br />
throughout life. The SIPP structure gives each individual<br />
pension member control of and direct entitlement to his or her<br />
own pension assets. The flexibility of the Select Pension means<br />
that, as time passes and pension assets grow, investments can<br />
be changed without moving providers.<br />
Select PEP<br />
Subscriptions cannot now be made to PEPs, but PEPs can be<br />
retained and managed. The Select PEP gives an opportunity for<br />
maximum efficiency at low cost, as PEPs with other managers<br />
can be transferred in and the PEP portfolio rationalised. Unlike<br />
many other providers, ATS has no PEP transfer-in charge<br />
(dealing charges after transfer still apply).<br />
Select ISA<br />
The Select ISA, as well as accepting transfers, is available for<br />
subscriptions up to the annual limit (£7,000 in 2003/04 and<br />
2004/05). Stocks and shares and cash components are available<br />
on a maxi or mini basis with the cash component also available<br />
on a TESSA-only basis. Tax-free interest is payable in the cash<br />
component and the full Select choice of securities is available<br />
in the stocks and shares component. As with the PEP, there is<br />
no transfer-in charge (dealing charges after transfer still apply).<br />
Select Investment Plan<br />
The Select Investment Plan is a general purpose, flexible, savings<br />
vehicle with no tax advantages and, consequently, no maximum<br />
subscription restriction. Subscriptions can be made by regular<br />
direct debits to reduce investment timing risk and to benefit<br />
from pound cost averaging. The transaction based charging<br />
structure works particularly efficiently where very large amounts<br />
are subscribed or transferred in. Whole investment portfolios may<br />
be transferred to ATS for long term custody and administration.<br />
Investing for Children<br />
Both the Select Pension and the Select Investment Plan may be<br />
used as a means of investing for children. The flexibility of each<br />
plan means that an investment may be made in the stock of the<br />
<strong>Alliance</strong> <strong>Trust</strong> only, or a portfolio may be built up for a child<br />
chosen from the full range of investments in the Select choice.<br />
How to get more information<br />
Information on the Select plans may be obtained from:<br />
<strong>Alliance</strong> <strong>Trust</strong> Savings Limited<br />
Meadow House, 64 Reform Street, Dundee DD1 9YP<br />
tel: 01382 306006 • fax: 01382 202250<br />
email: contact@alliancetrusts.com<br />
For security and compliance monitoring purposes telephone<br />
calls may be recorded.<br />
Risk Warning<br />
ATS is authorised and regulated by the Financial Services<br />
Authority. Plans are provided on a direct offer transaction basis<br />
and marketed only in the United Kingdom to UK investors. No<br />
advice is given by ATS.<br />
Most charges are transaction based and may be high or low<br />
depending on how you manage the investments in your plan.<br />
The value of investments and any income from them may go<br />
down as well as up and you may not get back the amount you<br />
put in. Past performance is no guide to future returns. Taxation<br />
levels, bases and reliefs are subject to change and may depend<br />
on individual circumstances.<br />
The information on this page is issued and approved by <strong>Alliance</strong> <strong>Trust</strong> Savings Limited, PO Box 164, Meadow House, 64 Reform Street, Dundee DD1 9YP
Cover photograph: a view of the City of Dundee from the southern banks of the River Tay<br />
Printed by Pillans and Waddies, Edinburgh 75417